From the Ashes
by Spidershadow5
Summary: The war between the Avengers is over. Neither side has won. All Tony Stark, Steve Rogers, and the others can do now is try to adjust to this new status quo. Until now, when pursuit of mysterious thieves leads them to a planet of colorful talking ponies...and forgiveness. Also on Fimfiction. Cover art by ameliacostanza on Deviantart.
1. Chapter 1: Invasion

**From the Ashes**

Chapter 1: Invasion

 **Equis, Canterlot**

The Canterlot Museum. The most distinguished in all of Equestria, containing every bit of archeological research uncovered by ponies since the city's founding. Exhibits included preserved documents dating back to the time before the rule of the Two Sisters, diaries recounting the rises of Discord and Nightmare Moon, and strange manuscripts that could predate the existence of ponies as the dominant species entirely. Naturally, tourists flocked to it, and even on the weekends, the days when it wasn't completely full were few and far between.

This was one of those days, due to the giant hole torn into the west wall.

Princess Twilight Sparkle glided down to the nearby sidewalk, her violet wings folding back into her sides as she landed. Despite all the time with her alicorn powers, she rarely flew long distances, unless there was an emergency going on. Receiving an early morning message from Princess Celestia, imploring that she come to the museum immediately, definitely qualified as an emergency. Galloping the remaining distance, Twilight leapt through the newly created portal into the museum.

Despite the destructive nature of the hole, the interior was surprisingly undamaged. Burn scars marred the walls, created from the aftermath of a magical attack, she presumed. A few glass cases had been cracked, or outright shattered, leaving the pieces glittering on the floor like bits of crystal, but the contents were undamaged, only knocked to the ground (Twilight's inner scholar breathed a sigh of relief). Hoof prints were punched into the floors, along with one or two imprints in the shape of stallions hammered into the walls. Medical staff were loading two unicorns, unconscious and injured, but alive, onto stretchers, in preparation for the hospital. Celestia herself stood in the Crystal Empire wing, gazing at something blocked from Twilight's view by her body, her ever-flowing mane swaying in nonexistent wind.

"Princess Celestia!" exclaimed the lavender alicorn, galloping over to her former teacher, "I came as soon as I got your message."

Celestia turned around to face her, affectionately placing her front leg around Twilight and hugging her tightly. She smiled warmly, although the traces of worry in her face did not escape Twilight's keen eyes.

"You know you don't have to call me by my title anymore, right?" she asked, "After all, you do share it."

Twilight grinned sheepishly. "Sorry. Force of habit. At least I don't do that with Cadence. So, what exactly happened here?"

Celestia's expression turned serious once more, as she shifted to face the exhibit. "There has been a robbery." She gestured at a long display case, filled with various crystals taken from the frozen north surrounding the Empire, as well as the Empire itself. Pony geologists had provided small bites of information related to each crystal type, including chemical and magical properties, as well as potential applications. The glass had been forcefully smashed open, and two spearhead shaped crystals had been removed from their place.

"That's all that was stolen?" asked Twilight, "Why would somepony break into this museum just to steal two crystals?" She checked the blurb where the crystals had sat, but they were apparently mere artifacts left over from the war with King Sombra. They'd been used as backup magical storage devices, in case a unicorn completely exhausted themselves on the field of battle, but were completely inert at the moment.

"Those two particular crystals have no unique properties," Celestia answered, "As we never went beyond the theoretical with them." Twilight turned to her, and Celestia elaborated. "During the war, due to the need to conserve magical stockpiles, Luna and I started experimenting with the crystal magical packs. These," she gestured to the entire set, "Were intended to be pocket spells. Teleportation, shields, and so on. They unicorn would cast a simple release spell on the crystal, activating its effect. The war ended before we needed to put any of them into practice."

"So those two in particular aren't special," said Twilight, "Perhaps the thief just grabbed what they could and fled."

"We won't know for sure until the injured security guards recover," said Celestia, "But I think I know the identity of our thieve _s_. That's actually the main reason I called you here." Celestia's eyes did a quick sweep of the room, checking for eavesdroppers. She leaned in closer to Twilight's ear. "Earlier this morning, I received a message. There has been a breakout...in Tartarus."

Twilight's blood turned to ice. A mental image formed in her mind, that of a massive, demonic centaur, tearing the land apart, as powerless ponies cowered, unable to raise even the most feeble resistance. "You don't mean..."

"No," Celestia quickly assured her, "Tirek remains imprisoned. I checked on him myself."

Twilight released the breath she didn't know she'd been holding, relaxing into a normal breathing pattern once more. "Then who?"

"Are you familiar with Phobos and Deimos?"

Twilight nodded, remembering the exact passage from a history text. "They were a pair of faun brothers who came to Equestria from their own land, around seven hundred years following the imprisonment of Nightmare Moon. They quickly discovered they loved nothing more than causing fear and distress among ponies with their considerable magical might, reeking havoc for no reason other than their own amusement. Eventually, they were caught by the Equestrian Royal Army, and imprisoned in Tartarus."

Now that Twilight took a moment to observe, some of the hoofprints came from cloven hooves, like those of a goat. They were separated by a greater distance than most ponies would create, especially if they were sprinting.

"Exactly," said Celestia, "While not threats on the same scale as Discord, or Nightmare Moon, the brothers were a disruption to the lives of ponies everywhere." Her face contorted into a an expression of unease. "But their power was insufficient to break the seals that contained them."

"Meaning they had outside assistance," said Twilight.

"Cerberus never even saw them leave," said Celestia, "Nopony assaulted Tartarus upfront. Breaching its defenses, without even alerting Cerberus, requires an incredibly high magical ability. Luna and I combined would have trouble doing so."

Twilight mentally ran through a list in her head. "Well, I think after his experience with Tirek, we can eliminate Discord as a suspect. Not to mention this isn't his style at all."

"I agree," said Celestia, "Regardless, we must consider Phobos and Deimos a threat. The Equestrian Royal Guard is on alert, and ponies are advised to report any faun sightings."

"I understand," said Twilight, "I can tell the others, we'll start-"

"No."

Twilight's focus vanished at the sound of that single word. Her gaze moved from the place where'd she'd been not really staring at the wall, deep in thought. "No?" she repeated.

"You and your friends don't have to start investigating this by yourselves. I'm not saying you shouldn't inform the other Elements, and it's certainly a good idea to have more eyes, but really, the Equestrian authorities can handle this."

Now the Princess of Friendship was perplexed. Usually, Celestia jumped at the chance for her and the others to help with whatever new disaster was on the horizon (although, they were the only ones who could unlock the powers of the Elements of Harmony). Tirek had been an understandable exception, considering his powers, but this was the first time Celestia was outright discouraging it.

"With all due respect, Prin-Celestia," said Twilight, slipping over her words, "Phobos and Deimos are small scale compared to what we've faced before. We can deal with them."

"I don't doubt your capabilities, Twilight," the white alicorn responded apologetically, "My point is, like you said, this duo is relatively nonthreatening. Equestria owes you so much already, so why not let it repay that debt and sit this one out?" Her faced seemed to darken as she looked down at the floor, and her voice dropped as she continued. "Of course, I can't order you not to get involved..."

Twilight raised her eyebrows. This was definitely abnormal behavior, considering Celestia always seemed incapable of awkward conversation. "Celestia," Twilight began, trotting towards her mentor, "Is there something we need to talk about?"

"No, no," was the answer, as the princess shook her head, "Nothing's wrong, I promise." She breathed quietly, before looking down at her protege. "Just...be careful Twilight. Please?"

Twilight nodded, but her puzzled expression remained. It was clear she wasn't going to get any answers out Celestia today. She made a mental note to bring it up at a more opportune moment.

* * *

 **Earth, Avengers Compound**

"Are you sure? I know a guy who could probably enhance the tensile strength quite a bit. No, you wouldn't have to show him, I promise. Well, at least let me get you some of the ingredients for a while, that stuff ain't cheap. Okay, yeah. Sure the suit doesn't need any repairs? Good going, kid. Take care of yourself." The echo of a smile flashed across Tony's face as he hung up. The spider kid was smart, and his heart was in the right place, but he could be a bit of a handful. Tony couldn't imagine making all that webbing on that kid's budget, especially without his aunt finding out, but Peter wouldn't ask Tony assist with the production, even when the older man offered. Then again, he could understand taking pride in one's work.

Unfortunately, since the call had ended, Tony no longer had anything to distract himself. He sighed as he glanced over the same half-finished blueprints he'd been looking at for the last hour. The ones that he had no desire to actually work on. He'd already finished the Mark 47, so why had he even bothered to try and draw up a new suit? The answer was simple: He had nothing better to do. His fingers limply reached for the keyboard once more, but came to a halt.

In the, what was it, six months, since Siberia, the compound was basically a ghost town. Vision was there, of course, but it wasn't like he ever wanted to talk. He spent most of his time reading quietly in his own room, or trying to perfect that stupid dish he'd tried to fix Maximoff that one time. Rhodey had times where he wasn't busting his ass in physical therapy, but Tony couldn't look at him for long without feeling empty. Hill still worked there, but she wasn't exactly his friend, even if she did work for him. The U.N. board hadn't called them on any missions, and that seemed unlikely to change in the near future. Part of him almost wanted to get forced into some stupid task team so he wasn't stuck sitting around. In fact, the only one who called at all was Ross, usually to yell at Tony for something. Leaving him on hold was always good for a laugh, at least.

Tony's gaze wandered over to that stupid, outdated flip phone that sat in the corner on his work desk. He wondered why he'd never gotten around to covering it up, or putting it in the vault alongside Rogers' shield. The thing was an eyesore, reminding him of things he'd much rather forget every time he looked at it. He wondered if his pride would even let him use it, even if some giant, planet eating space god was on the verge of consuming Earth. After everything that went down, even talking to Rogers would be like getting that shrapnel jammed in his chest all over again. Not to mention-

Tony's thoughts were brought to a screeching halt as his projector screen turned bright red, and an alarm began reverberating throughout the entire compound. At the same time, an explosion, similar to the sound of a bursting grenade, sounded off across the building. F.R.I.D.A.Y.'s voice was clear through the clatter, "Boss, we've got a security breach in the storage room. Cameras destroyed."

Well, that was something. Tony, not even bothering with a quip, made a beckoning motion with his arm, stirring the Mark 47 from its resting place. Within seconds, the components of the armor came flying through the open door, latching onto their master, expanding to engulf his body. The entire process was complete in the time it took for Tony to take a deep breath, leaving Iron Man standing in his place. His boots ignited with rocket thrusters, sending the golden Avenger zooming down the halls.

As Tony passed his room, Vision poked his head out, having heard the same alarm. "Mr. Stark?" he asked, but Tony ignored him. Rhodey came out too, stumbling on his braced legs, following after Tony. The golden Avenger came to a brief stop at the sight.

"I got this," he told his friend, "Go back to lying down." Then he rocketed off, with Vision following.

Rhodey chuckled briefly. "Keep dreamin', buddy."

Tony zoomed down to the storage room, where the reinforced steel door had been forcefully blown open, leaving a smoking hole. The metal was bent inwards, and the jagged tips stained black. The blast radius was small, coming from a focused blast, meaning that whoever broke in had weapons of some kind. Arming his repulsors, Tony stepped into the room. The sight that awaited him was something he'd never expected.

* * *

 **Earth, Wakanda**

Steve ducked under the swinging metal fist, snatching up his shield with one hand from its resting place on the ground. Bucky kicked out towards Steve's neck, but the captain recognized the move too easily. The attacker would bring their foot up toward the opponent's head, using their momentum to wrap the leg around the head, sending their opponent crashing into the ground.

Steve responded by catching Bucky's leg, pinning it under his armpit in a vice-like grip. A simple yank knocked Bucky off balance, giving Steve the opening to backhand him with his circular shield. The Winter Soldier was sent sprawling across the training mat, the rubber squeaking from the friction.

"Hey," said Sam, looking at the nearby timer, "You lasted two minutes that time!"

"Stuff it," said Bucky, pushing himself to his feet with his prosthetic.

"Come on, you're a better fighter than that," said Steve, "You beat me half to death, remember?"

"Only because you weren't fighting back," Bucky responded, in a half-hearted attempt at a joke. He turned, heading for the exit. "I'm gonna take a shower."

Steve sighed as he watched his best friend go. Despite the best efforts of everyone involved, the team's current living situation was still tense. Bucky had been pulled out of cryogenic stasis, nearly a month ago, after Wanda had suggested that her mental abilities might be sufficient to deprogram him. After hours of practice, she removed the codes from his mind, leaving the Winter Soldier, in essence, dead. Since then, Bucky had gained a new bionic arm, laced with vibranium, from T'Challa, as yet another apology for trying to kill him. Steve had brought him into their combat practice, but the Winter Soldier's unmatched skill currently seemed somewhat less than unmatched. Additionally, he hadn't even reacted with much joy upon being "cured" of his Winter Soldier persona.

No longer Captain America, Steve opted to shorten his alter ego to The Captain. His new uniform, created by T'Challa's finest people, resembled his old one, with the exception of color. It was a deep gray, not quite black, with a square of red and white stripes across his chest. A target, yes, but packed with sufficient padding to protect his vital areas. He carried a new vibranium shield, provided by T'Challa, but not painted.

"I don't know, Steve," said Sam, somberly, "His heart's just not in it."

"Agreed," responded his friend, "He was so energized going after those other Winter Soldiers because he laid the blame on himself. Now...I think he just doesn't know what to do."

"Understandable," came a new voice. Steve and Sam turned to see T'Challa, dressed in simple workout clothes, coming into the gym. "When a man harbors as much guilt as he, it doesn't just fade away with time."

"What can we do?" asked Steve, "None of us blame him for the people he killed. The only one who really hasn't forgiven Bucky is himself."

T'Challa's normally confidant, professional expression softened. "I wish I had answers for you, Captain," he quietly responded, "But I do not." T'Challa had been dealing with his own guilt in the months Steve's team had been staying in Wakanda, knowing he'd come so close to executing an innocent man. Despite Steve's repeated insistence that he'd been forgiven, with Bucky backing him up, the king continued to bend over backwards for them. When he was unable to assist, the somber mood poured on him like rain, and it showed in his posture and tone of voice.

Sam put his thoughts to work, his arms folded as he focused on one particular spot on the wall. "Maybe if we-"

He never got to finish that suggestion.

A massive bell chime began to sound throughout the building, like that of a fire alarm. Over the PA system, a voice began reciting first in Xhosa, followed by several other African and European languages for the benefit of non natives.

" _Alert! There has been a security breach in Vibranium Deposit B! Alert! Hostile trespassers spotted! Alert! All security to Vibranium Deposit B!"_

T'Challa spun around, but Steve and Sam beat him to it, sprinting out the door of the gym. The double doors of the building burst open as the Captain came out of them, followed a few seconds later by the airborne Falcon, having strapped on his pack and wrist devices in seconds thanks to days of practice. The duo rushed out of the training building, crossing the gravel covered landscape, towards the source of the disturbance.

Wakanda's massive vibranium mound, not even beginning to deplete, was currently in the process of being mined once more. Steve was unaware of the purpose, but T'Challa probably had a good reason. Anyway, several small outposts, or deposits, had been set up near the entrance of the mine. The pieces of vibranium was divided up for processing and sent to one of these, before shipping it off to the location of its final purpose. Vibranium Deposit B, the one currently being burglarized, was located about twenty meters away from the cavern, and a bit farther away from the training compound. Naturally, Steve and Sam made the journey in less than two minutes.

As the duo approached, Wanda came rushing out from another building, having heard the alarm just the same. Steve and Sam paused only to check the status of the two armed guards, both of whom had been forcibly knocked unconscious, and their weapons reduced to smoking piles. Ascertaining that both would survive, the Captain charged through the broken door, to find something quite unusual, even for Wakanda.

* * *

 **Earth, Avengers Compound**

The creature in front of Tony was bipedal, and the chest area was human enough, with the exception of more hair than should've been possible. The rest, of course, was clearly not human. On top of the shoulders, the head of a goat sat, with a pair of curved horns. Its eyes were the color of butter, with vertical slits for pupils. Its hair was deep gray, covering the head, legs, and arms. The arms ended in human-like hands, except for the hoof-like plating covering the dorsal surface. Its feet, naturally, ended in cloven hooves. In one hand, one of Tony's spare Arc Reactors sat, and in the other was a long wooden staff, almost like a shepherd's crook, except it ended in a C shape.

Stark, for one, wasn't in the mood for weirdness. "Okay, whatever you are," he said, raising both repulsors, "Drop my property, and I don't smack you around."

The creature merely stared at him for a second, before a grin began to spread across its lips. It even laughed at him a little, to boot. Then, as if to make this even freakier, it actually spoke. The voice was unnervingly normal, and if Tony had been listening to it, without even seeing it, he would've sworn the voice was another human. "Humans," it chuckled, the voice clearly male, "An interesting species, but you take the cake. I wonder what capacity you have for terror. What would you do...?"

Tony blinked a couple of times, before deciding to roll with it. "I'm sorry, we don't seem to be on the same page," he started, "Hi. My name's Tony Stark. I'm apprehending you for-"

He was interrupted by a blast of green energy from the staff, catching him clean in the stomach. Tony Stark was lifted off his feet and hurled backwards, slamming into the wall opposite the storeroom. His HUD went haywire for a few seconds, sparking into static, as though struck by an electrical disruption, before returning to normal. Tony grunted, taking note of the small amount of damage his armor had taken, before rising to his feet once more. Stupid thing could actually fight.

"Well then, Mister Stark," said the goat-headed beast (now that he thought about it, he was pretty sure it was called a faun), "My name is Deimos. And as much as I would enjoy breaking your mind, I have-"

He was cut off by one of Tony firing back with his repulsors, aiming for the head. Deimos ducked under the blast, but was unable to dodge the follow-up, clipping him on his oblique. Tony's gauntleted hands reached for the Arc Reactor, only to receive a clubbing backhand across the face from Deimos. The faun then sent another wave of energy from his staff, forcing Tony to take to the air to dodge.

Deimos began to chuckle once more, but his laughter ceased as a beam of pure gold lanced out, striking him in the chest. He fell backwards, rolling to regain his balance, before standing up to face his enemy once more, not dropping the Arc Reactor or his staff in the process. Deimos' head snapped up, looking at his newest enemy, Vision. The android floated next to his armored comrade, the Mind Stone glowing intensely as he stared down the faun. As they stared each other down, Rhodey rounded the corner, having just managed to catch up. He grabbed his holstered pistol, hoping that, if they needed him, he could stand steady enough to take the shot.

"I would advise you to follow his orders," said Vision.

Deimos stared down the pair, nobody making a move. Then, with a burst of energy, he swung his staff in an arc, sending a ball of green energy into the floor, creating a burst of pure force that pushed out in all directions. Vision barely managed to allow most of it to phase through his body, and Tony was knocked out of the air, thankfully landing on his feet, his metal heels grinding into the floor as he was driven backwards by the gale of magic. Rhodey was far away enough to avoid a direct hit, but the shockwaves buffered him, forcing him to grab the wall and steady himself. Satisfied, Deimos turned, taking off down the opposite hallway.

Vision moved to pursue the faun, but was cut off by Tony rocketing past him, a roar of frustration echoing across the hallway. The genius superhero was already not having the best of days, and this incident only served to grind his teeth even further.

Tony followed Deimos all the way to the primary training room of the compound, alongside the massive windows that took up the entire wall. Deimos was standing in front of what appeared to be a swirling blue vortex in the air, almost like a whirlpool. Nothing was visible inside the maelstrom of light. Friday immediately began scanning the anomaly.

"Boss," she reported, "I'm getting massive energy spikes from that thing. It's functionally similar to the portal that appeared over New York, but this one doesn't have any visible energy source."

Tony made no response, too irritated by the inhuman thing in front of him. He began firing both repulsors repeatedly, aiming for Deimos' head. "Not in the mood to dick around with you, buddy," he snapped, "So surrender before I get really pissed."

Deimos ignored him, dodging the blasts of white light Tony sent his way. He vaulted over a pair of shots, before folding into a deep squat, and releasing all the compressed strength of his legs, launching himself head first into the portal. Deimos' body faded into the swirling blue light, followed by a flash of white electricity crackling around it. The portal's diameter began to decrease, and it started to fade from sight.

Tony groaned. Screw it, he did it once already.

Vision managed to finally catch up to Tony, only to see his colleague alone, firing up his jet thrusters. Before Vison could speak, Tony flew straight into the collapsing portal, just before it sealed up.

"Tony!" shouted the android, vainly reaching for the spot where Iron Man had vanished.

Down the hall, still trying to follow, Rhodey heard him. It wasn't a good sign.

* * *

 **Earth, Wakanda**

Steve was driven back by the yellow beam pushing against his shield. The faun, carrying a pack full of vibranium shards inside their glass capsules, cackled like a hyena, before turning and sending another shot into the sky, straight towards Sam, who executed an aerial loop in the sky to dodge. Wanda retaliated for the others, gathering several large chunks of loose rock in her telekinetic grip, packing them together and hurling them at the creature. He merely laughed once more as he obliterated the stone with one burst.

"Didn't think you'd already be afraid of me," he chortled, staring down the three Avengers, "Those two guards about soiled their-what're they called, pants?-the first time they saw me. Now you're sending in your costumed weirdos, and I just got here!"

The creature continued to laugh, which cost him.

Wanda's next blast of red energy was easily sidestepped, but the over-confident faun moved his head directly in range of Sam, who struck it with an aerial round kick, backed by his momentum. Dazed, Steve's shield caught the creature off guard again, right between the pectorals. Rogers rushed up and caught the rebounding disk with one hand, and grasped a handful of brown hair with the other. The Captain turned around and bent his midsection, utilizing his entire body to hurl the thing head first into the Wakandan dirt. The faun's skull was impacted, but he managed to get both hands underneath him, pushing off the ground. He twisted in the air, facing his enemies once more as he landed on both hooves. Wanda, Steve, and Sam faced him, shield, magic, and duel Steyr Spp pistols drawn.

"Not sure who or what you are," said Steve, "But I'd throw down that Vibranium if I were you."

"You're outnumbered," said Wanda

The faun stared down his enemies, clearly angry at the turn of events. His ears shifted behind him, indicating he could clearly hear both Bucky and T'Challa rushing towards the site of the battle at full speed. T'Challa, surprisingly, had managed to don his entire suit already. Bucky had already drawn a combat knife.

He raised his staff once more, sickly yellow light gathering in the C-curve. "Remember my name," he growled, "I'm Phobos! I am fear!" And the thrust the end of the staff into the ground.

The burst of bright light nearly blinded all those present, with even Sam's goggles doing little to block it. When their eyes opened, they were greeted by a writhing mass of the yellow energy. Slender and flexible forms contorted inside, gliding past each other. Four large bumps on top began to push out, becoming necks as thick as tree trunks. Four feet and a tail followed, and the necks grew snake-like heads, before the yellow glow faded to become brown, scaled skin.

Even T'Challa couldn't hold back a gasp. The creature in front of them resembled the mythical Hydra, standing as tall as Scott Lang's giant form. Its heads were glaring down at the Avengers, hissing and sticking forked tongues out of spear-like teeth. The feet ended in pointed talons, and the tails was larger and longer than a bus.

The heads actually seemed to grin as they looked down at the assembled Avengers. Steve gripped his shield, trying to formulate a strategy in his mind against an unprecedented enemy. He was about to shout an order, only to be cut off as one of the heads came right for them. Steve and Wanda dived to the side, while Sam fired up his rocket pack, flying straight away, all escaping the snapping jaws.

Once he made the air, Sam began to circle around the heads of the massive beast, just out of biting range. He focused on his comrades, who were currently avoiding two heads, while the other two kept their eyes on the Falcon, waiting for an opportunity.

Resolved to protect his comrades, Sam drew one of his pistols, reasoning that even if the hydra was bullet-proof, he could at least catch its attention. Reaching a proper vantage point, Sam took aim at the central body and fired.

And recoiled in shock as his shots passed right through the monster's thick hide. "Guys!" he shouted over his ear piece, "It's some kind of projection! It's not real!"

Taken aback, T'Challa reached forward with one clawed hand, taking a swipe into the creature's body. Just like the bullets, he passed through it like mist, and the hydra didn't react.

"But if it's an illusion..." said Steve. Realization hit him like a lightning bolt. Steve spun around to find just what he'd expected. Namely, Phobos retreating as fast as his goat legs could carry him, stolen vibranium in tow.

"AFTER HIM!" shouted Steve, sprinting at full speed. Sam rocketed after him, the duo outpacing the other three. The hydra illusion, its purpose fulfilled, began to fade away into nothing.

Steve and Sam rounded the corner, finding Phobos rushing towards a swirling blue portal, floating in the air. Sam dived out of the air, attempting to grab the faun before he could pass through, but to no avail. Phobos entered the vortex, with Sam right on his tail, and Steve following soon after, followed by the portal starting to shrink away.

The other three Avengers were too far to reach the collapsing gate. Roaring with frustration, Wanda reached out with her magical grip, with the goal of forcing the portal to remain open for just a few more seconds. But it wouldn't respond to the red energy coalescing around it, and vanished, leaving the three Avengers alone on the Wakandan soil.

"Dammit!" she bellowed, throwing her hands up.

"Now what?" asked Bucky.


	2. Chapter 2: New Superheroes on the Block

Chapter 2: New Superheros on the Block

 **Equis, Castle of the Two Sisters**

When emerging on the other side of a mysterious portal, most people would have no idea what to expect.

Steve certainly didn't expect to run face-first into Sam's back.

Both the Captain and the Falcon were pitched forward, rolling across the gravel covered floor. Coming to a stop, Sam retracted his wings, allowing the duo to untangle themselves from the human knot.

"Sorry, had to stop for a moment, dodge his beam," Sam reported.

"Doesn't matter," Steve replied, climbing to his feet, "Now where'd he-"

"Rogers? Wilson?"

Steve froze. He turned around, noticing the room they were in for the first time in the process. The chamber looked as though it had certainly seen better days, with the brick and masonry crumbling around them. A window had been smashed open, leaving jagged shards of glass surrounding a view of a dense, overgrowing forest. The rest of the building, from what he could see, looked like some kind of ancient castle. On the far wall of the room, two alters, each holding a large, circular mirror and a spade shaped crystal, sat undisturbed. This was the direction he and Sam had entered from.

What caught him off guard, of course, was none of those things. Instead, it was the presence of Iron Man, fully suited up, with repulsors drawn, standing in front of one of the mirrors.

"Stark? What the hell are you doing here?"

"I might ask you the same question."

Same looked between the two Avengers. "Okay," he started, "What's going on-"

"You idiot!"

All three Avengers whirled around. Phobos and Deimos, still holding the items they'd stolen, stood side by side, having emerged from the portal before any of the humans. At the moment, their attention was entirely directed towards yelling at each other.

"You let them follow you?!" shouted Deimos, "Can you do one thing with competence?"

"Hey, you did the same thing!" snapped Phobos, "Probably on the account that you're too pathetic to actually fight back!"

"Oh, sure, your constant displays of your idiotic powers makes you the superior one-"

Deimos was interrupted by another blast of energy to the head, courtesy of Iron Man. Phobos snapped back to attention, realizing that the Avengers wouldn't just stand there while they argued. He thrust out with his staff, firing multiple beams of yellow energy. Sam took to the air, while Steve was able to shield himself, leaving the remaining shots to lance into the wall.

Tony dived down at Deimos, attempting to grab him, but the faun summoned power to his staff, creating a flash of green light. In an instant, he was warped to the other side of the chamber, back by the mirrors. Deimos fired a shot at Iron Man, hitting the armored billionaire right between the shoulder blades.

Satisfied, Deimos took his fist to the alter, shattering the stone surface. He removed the mirror and the crystal, before jumping over to the second alter and grabbing its crystal. Both crystals were then shattered on the floor.

"We have what we want!" he shouted to his brother, still fighting with Steve and Sam, "We need to retreat!"

"Don't be stupid!" snapped Phobos, spraying beams of energy from his staff, "They can't hope to match us!"

"Don't bet the farm on that," replied Sam as he flew at Phobos from above, weaving through the beams. He rolled forward in an aerial somersault, his wings retracting as he did, before planting both feet on the faun's face. Sam channeled all his momentum to spring off of the goat, head, his wings extending once more. The irritated Phobos then felt the vibranium disk rebound off his back, before getting caught in the chest by a repulsor ray.

Steve and Tony moved to continue the attack, but pulled back at the sight of each other. That hesitation allowed Deimos to launch his own beams at them, forcing them to jump to the side. The faun teleported over to his brother, grabbing him by the horn and lifting him up.

"Okay, fine, we're leaving," growled Phobos, clearly unhappy with the idea. The two brothers were enveloped by their respective yellow and green auras, before rising from the ground, and flying out the window.

"Dammit!" shouted Tony, firing repulsors after them, "That's my tech, you mythological freaks!"

"So they robbed you too?" asked Steve, watching the fleeing fauns, "That explains why we're all in the same place."

"Would've thought Wakanda had better defenses." Steve and Sam gave him a look. "What? You didn't think I couldn't figure out where you'd gone?"

"Whatever, it's not important," said Sam, "What is important is getting our stuff back. We can still catch them before they get too far. You in, or not?"

Tony didn't raise his metal mask, but behind it, his expression was one of frustration. Then again, he hadn't hunted Steve down in the months since he'd left, so he could probably resist the urge to beat him up here. Not to mention, he really would like that arc reactor back.

"Yeah, sure," he replied nonchalantly, "I'll patch into your comm link. Friday, any idea on our position?" The AI was quiet for a few seconds as she tried to fire up the built-in GPS.

"No good, boss," replied the A.I., "Can't connect to any satellites."

"Are we even on Earth?" asked Steve, "I don't remember goat-headed people sightings."

"Probably not," admitted Tony, "Now who's carrying the only person who can't fly?"

* * *

 **Ponyville**

"Are you freaking kidding me?!" shouted Rainbow Dash, throwing her front legs in the air, "Since when did she doubt us?"

The Elements of Harmony were seated at their designated thrones in Twilight's castle, around the currently inactive Cutie Map. Twilight had sent for the others as soon as she'd returned from Canterlot, quickly informing them about Phobos and Deimos. Spike, of course, was present, along with a quiet Starlight Glimmer. The discussion had turned from the threat the fauns posed to Princess Celestia's rather unusual behavior.

"Calm down, Rainbow," said Applejack, putting a hoof on her friend's shoulders, "Ah doubt Celestia considers us incapable."

"I agree," said Twilight, "She acted sincere when she said we deserved a break. What I'm wondering is whether that's the only reason."

"Darling, does it really need to be more complex?" chimed in Rarity, "Princess Celestia has always possessed the most benevolent spirit. She understands that we've been rushing around Equestria solving friendship problems. Perhaps she simply cares so much that it pains her to see us forced to deal with every single disaster?"

Spike shook his head. "Believe me, she's hiding something," said the dragon, "I lived with Twilight the entire time she was Princess Celestia's student. If she's doing what Twilight described, she definitely doesn't want to tell the entire truth."

"But Princess Celestia's so kind to everypony," Fluttershy asked, "Why would she need to lie to us?"

"Except for, y'know, she didn't tell Twilight that she knew Nightmare Moon was real, because Twilight needed to make real friends for the Elements of Harmony to work, and she wanted Twilight to do that on her own," added Pinkie Pie.

"I don't know," said Twilight, "Usually she has a good reason for keeping secrets, but I don't know what it could be here."

"If I may," Starlight asked tentatively. Nopony objected to her, so she continued, "Has Celestia ever talked to you about the fact that you save Equestria all the time? Has she ever expressed any kind of negative attitude towards it? Maybe regret that she didn't help more?"

"No," Twilight responded, "But that doesn't guarantee anything. Feelings can change faster than most ponies expect."

"True," said Applejack, "Maybe we should focus on this Phobos and Deimos first. Ah'm sure we can all talk to princess Celestia later."

"Well, we know for sure they're not working alone," said Spike, "Like Twilight said, somepony managed to breach Tartarus without raising an alarm. Do we know anypony capable of that?"

"None that aren't imprisoned, disabled, or reformed," said Rarity, "Not even that vile Chrysalis could pull this off."

"Somepony we've never met, perhaps? Maybe-" Starlight began, before the sound of the castle's front door swinging open cut her off.

The ponies' attention shot to the following sound of hoof steps, at a galloping pace, coming towards their room. The doors to the throne room were enveloped by a yellow magical aura, before the telekinetic magic forced them apart.

"TWILIIIIIIIIIIIGHT!" screamed the mint-green unicorn as she charged straight in. Unfortunately for her, she didn't pay enough attention to where she was going, slamming her head into the edge of the crystal table. The unicorn grunted in pain, before slumping to the ground.

"Oh, my goodness! Lyra!" exclaimed Twilight, immediately leaping over the table and landing next to the fallen unicorn, "Are you okay?!"

Lyra stumbled to her feet, her eyes rolling around as she wobbled. "Mommy," she slurred, "My harp ate all the deep fried cupcakes..."

"Uh, Lyra?" asked Pinkie, supporting one side of her while Twilight held up the other.

Lyra shook her head a couple of times, her eyes focusing once more, and her stance becoming stable. "Yeah...I'm good. Sorry, got excited."

"I told you that would happen!" came another voice. Everyone in the room turned, seeing a familiar tan-colored earth pony with a black and pink mane rushing into the throne room. "You know what happens when you freak out about things like-"

"Oh, right!" exclaimed Lyra, "Sorry, Bon-Bon!" She flipped around back to Twilight. "Twilight, in Ponyville, there's...there's...Oh, I can't describe it!"

"This isn't another human fossil exhibit, right?" asked Twilight, "Because those are interesting, but-"

"No, you gotta see this, you gotta see this!" Lyra shouted, jumping up and down. Her horn lit up with its familiar golden glow, grabbing Twilight by the tail. Lyra turned and charged out the door, dragging the unfortunate Princess of Friendship with her, Twilight protesting all the way. Bon-Bon rolled her eyes before following, the rest of the Elements not far behind.

Lyra and Twilight burst out of the crystal castle, racing onto the grassy plain. Lyra finally released her telekinetic grip on Twilight's tail, pointing with one hoof. "There!"

Twilight was about to respond, but an explosive sound effect cut her off. Her focus turned to the chaos currently filling Ponyville, and her jaw dropped. Her friends soon followed out the door, and the same reaction found its way onto all of their faces.

First of all, two goat-headed, bipedal creatures were currently in the middle of town, firing magical beams from their staffs. Definitely Phobos and Deimos. What caught everpony's attention, however, was what they were fighting. Three bipedal figures, different from the ones Twilight had met in the other world, but similar. Clearly humans.

One was covered a grey uniform with a square of red and white stripes on the chest, carrying a silver, circular shield. One had darker skin, and wore casual clothes, with the exception of the metallic backpack, equipped with a gigantic pair of metal wings, and flames shooting out of the bottom. The third was the most unusual, the entire body concealed beneath a shining suit of red and gold armor, a glowing white light present in the middle of the chest. All three seemed male, though she couldn't say for sure with the armored one.

"What are they?" Applejack breathed.

"They're...incredible..." whispered Pinkie, barely able to keep herself from squealing with excitement.

"Spike," said Twilight, "Send a letter to Celestia. Tell her its urgent."

* * *

They wouldn't have found the things without Redwing. Sam's extra eye in the sky, sent out ahead to scout for the fauns, had picked them up on the outer edge of the forest they'd been chasing them through. Tony and Sam, carrying Steve, had caught up to them in a matter of seconds.

The bad news was that they'd reached them on the edge of a town.

Phobos and Deimos, irritated at being caught again, had immediately opened fire, forcing the three Avengers to take evasive maneuvers. The beams lanced through the air, scraping the surfaces of the various buildings. Tony dived, rolled, and twisted his way through the air to avoid them, but one of the beams caught him on the jet boot, sending the armored Avengers tumbling down. Not from a massive height, like Rhodey had been dropped, but higher than he was comfortable with.

"Friday!" he yelled, trying to stabilize himself with his remaining, properly functioning jet, "Could we get started on repairs, please?!"

"I'm trying!" reported the onboard computer.

"Well try faster-!" Tony started to shout, before an unexpected occurrence cut him off.

He froze in midair.

Tony looked down at his body, noticing that a transparent, magenta aura had completely covered his entire body. He then began to shift without any effort, his feet pointing towards the ground once more, and settled softly onto the warm grass. Inside his metal helmet, Tony's jaw dropped, and he couldn't come up with words.

"Um, hello?" asked a female voice, "Are you okay?"

Tony turned around to find the strangest creature he'd ever seen looking at him, and that included the goat-headed people he was fighting. It, or she, resembled a horse, but the coat was lavender, with a dark blue mane with a magenta stripe. She was about four feet high, and had a unicorn's horn on her head, along with a pair of wings on her back. Her flank was covered with an asymmetrical six-pointed star, with white stars dotted around it. Looking past her, Tony could see several more horses of varying colors, some with horns or wings, watching the battle taking place.

"Guys," he said, "I think our lives have officially jumped the shark."

Steve and Sam took notice of the ponies gathered around them as well.

"Okay," said Sam, as he dodged another beam from Phobos, "This is weird."

Not all of the ponies were completely fixated on the newcomers, however. Rainbow Dash took off from the ground, zooming towards the fauns.

"Phobos and Deimos!" she shouted, "In the name of The Royal Pony Sisters, I, the Awesome Element of Loyalty, place you under arrest!" The rainbow blur smashed into the side of Deimos' face, sending him sprawling to the ground. "Did that sound as cool as I thought it did? I've been trying out some new-"

She was cut off as a beam from Phobos came up and struck her right between the wings.

"Nobody gets to screw with him except me!" snarled the offending faun.

Rainbow, unable to maintain flight, plummeted, only for Sam to fly right up to her. He released his grip on his wings, causing them to retract, and caught the cyan pegasus with both arms. As he descended, Sam twisted in midair, falling to his feet and sliding a short distance, Rainbow Dash safe in his grip.

"Owwww..." she complained, rubbing the now sore spot on her back. She looked up at the dark-skinned creature who'd saved her, before suddenly jumping out of his arms. "Hey! I had that!"

"Uh-huh. Sure," said Sam, used to dealing with this kind of "gratitude" from Bucky, or Natasha, "You're welcome, by the way." He activated his wings, taking off and returning to the fight. "I can't believe I just saved an ungrateful pegasus."

Tony had rejoined the fight, his boot repaired, and he and Steve were currently holding off Phobos and Deimos, trying to contain any collateral damage. This task was aided by Starlight, Rarity, Twilight, and even Lyra, who cast magic shields over houses of Ponyville whenever the beams got too close. Applejack and Pinkie had joined the fight, throwing things from a distance, while Fluttershy and Spike wisely decided to take cover in the castle. That didn't stop Spike from watching the battle through the window.

Deimos ducked under Tony's repulsor blasts, before launching a few beams at the Captain, intercepted by his shield. Before Steve could respond, the faun kicked out, striking his leg, and forcing Steve to drop his shield to the side. Deimos shoved his staff into Steve's face, intending to fire a point blank shot...

...only to be dragged off balance by the lasso that found its way around his horn.

"I gotcha, partner!" yelled Applejack, as she continued to drag the faun backwards, pouring all her bucking strength into the effort.

"Um...thank you," said Steve, scooping up his shield.

He smashed the vibranium disk against the goat face, and Applejack used the momentum to swing the faun through the air, slamming him head-first into the ground. The faun grunted in pain, before reaching over to seize the lasso. A scraping sound against the dirt caught his attention, and he swung his head around.

Straight into the path of Pinkie's party cannon.

The blast of air whipped the hair on Deimos' face, his body reeling back once more, his neck snapping back. Tiny bits of confetti wormed their ways into his eyes, blinding him as fluid filled the buttery orbs. A bolt of magenta energy hit him right between the eyes, and Rainbow Dash struck him again. The injured faun struggled to his feet, spitting out a tooth as he did so.

"Brother," he growled, "We are outmatched. We need to retreat."

Phobos was busy battling both Iron Man and the Falcon, Rarity and Starlight hanging back and trying to fire magical bolts at him, without hitting the Avengers. After all, they had helped Rainbow Dash. The faun ground his teeth in frustration, furious at being forced to give in to not only ponies, but humans as well. But even the Faun of Fear had his limits. This was one of the few times he'd ever listen to Deimos.

"Fine!" he snapped, kicking Iron Man in the chest, and shooting at Falcon, "How?!"

Deimos ducked under the Captain's flying shield, and dashed towards his brother. Applejack attempted to jump on his back, only to be pushed away with a green magic pulse. The faun sent a powerful blast at the feet of Rarity and Starlight, the resulting explosion knocking the two unicorns off their hooves. He dived to stand at his brother's side.

"We combine," he said simple, a sickly green orb of pure magic gathering in the curve of his staff.

Catching on, Phobos' frown flipped into an unsettling grin. He gathered his own magic in his staff, a sulfurous yellow sphere forming in it. Raising the wooden weapons, the brothers thrust the two orbs together, where they collided with a bang. Green and yellow mixed together, creating a misty projection of light. The center glowed white, and the light around it seemed to dim, magic radiating outward. The assembled Avengers and ponies suddenly felt a pit in their stomachs, a primal fear reminiscent of childhood fear of the dark: being afraid, without knowing why.

Without warning, Phobos and Deimos thrust both of their staffs towards the sky. The ball of magic ascended like a rocket. It climbed further, obliterating any clouds unfortunate enough to be in its path. Finally, the projectile ceased its rise, hovering in the air for about two seconds. Then it exploded.

At first, it seemed like it was nothing more than a magical firework. Dozens of smaller orbs resulted from the burst, spreading out from the center of the blast. Unlike fireworks, however, these orbs didn't fade, and plummeted from their position. They were as meteors, green and yellow, approaching Ponyville.

The Avengers and the Elements' brains screamed at them to act. To move to stop the meteors, or protect the pony citizens. But the dread and the nagging fear of the initial spell still hung over them. The ponies moved to protect their friends and neighbors, alongside Steve, and Tony and Sam prepared to fire at the meteors, but they were moving too slowly. The pits in their stomachs wouldn't let them accelerate. They wouldn't be able to stop-

All thoughts ceased as a massive column of golden light burst from the sky, slamming into the ground not a half-dozen meters from the assembled groups. From inside the blaring beam, bolts of blue lightning lunged out, hitting some of the falling orbs head on. The resulting explosions seemed to shock the Avengers and Elements below, causing the fear to drain out of them.

Everyone's attention turned to the golden light, as it began to fade, leaving an intricately burned design on the grass. Out of the impact site came a familiar (and expected) armored figure, a red cape billowing in the wind and a hammer in his grasp. Steve's face lit up at the site. Tony's did too, though nobody could tell.

"Hurry!" shouted Thor, taking to the sky, "We have to stop them before they hit the ground!"

"Shows up late to the party, and it's all business," said Tony, "Come on, Thor."

The immobilizing emotions had faded. Tony and Sam fired up their jets, following the god of thunder's ascension, alongside Twilight. Thor released more lighting, obliterating the falling orbs. The pure magic, having no physical forms, left no debris as they were destroyed. Sam unloaded his reserves of missiles, his targeting system selecting all the projectiles he could take out.

"Friday, lock on to all targets, fire up all weapons, stop those things from hitting the ground!" Tony shouted, the AI already following through the order.

His repulsors blared, missile launchers emptied, laser beams cleaved the spheres in half. Tony cast his gaze skyward, finding an orb about to drop on top of him. Tony tried to angle his chest to take it out with a unibeam...

...only for a magenta beam of magic to strike the orb. Twilight Sparkle rushed through the air past him, her horn blaring with power, and fired more magic beams. Her horn disappeared in the glow of pure power, her firing rate rising to that of a machine gun.

"Huh," said Tony, "So that's how it feels."

At the same time, the remaining ponies and Steve rushed to secure the assembled crowd, knowing their allies couldn't stop all the bombs. Steve and Rainbow scooped up as many as possible, using their superior speed to rush them away impact points. Steve managed to grab all three Crusaders, frozen with fear, an orb impacting the ground where they'd stood a second ago. The magical mortar attack rained down on Ponyville, the blasts bursting all around, leaving craters in the ground, and dust raising up. But none were crushed, and Starlight, Lyra, and Rarity managed to shield all buildings from the few orbs that targeted them. The entire assault ended in less than twenty seconds.

Thor, Sam, Tony, and Twilight touched down on the ground, the others coming back over to them. Tony raised his mask from his face for the first time, allowing the cool air to reach his sweaty face. Twilight panted, not having expended that much magic in a while. The remaining ponies exhibited similar states of fatigue, with the exception of Lyra, who was busy gawking at the Avengers, seemingly trying to memorize every detail about them. Sam bent over, resting his hands on his knees, as he looked around.

"Well, we saved everything, but the goat people are gone," he muttered. He was correct. Phobos and Deimos had take advantage of the ensuing chaos to flee the scene. The vibranium, the arc reactor, and the mirror they'd taken were all gone.

"Hey..." Steve said suddenly, pointing to the side. A single glass capsule, containing a shard of vibranium, lay off to the side, and he scooped it up. "Must've dropped it." He turned to Thor. "So what took you so long?"

"Sorry," said the prince, scratching his head, "I was off Asgard. I only heard about-"

"Thor Odinson!"

Everyone turned back to the sky, to see a massive white form with a flowing mane descend. Princess Celestia touched down on the ground, galloping over to the Asgardian and throwing her front legs around his neck.

"It's been so long! What're you doing here?" she exclaimed, laughing.

"Ah, Celestia," said Thor, returning the hug, "It's good to be back. Haven't aged a day."

The solar alicorn smiled, releasing him and stepping back. "Neither have you. It's great to-"

"Uh, excuse me," said Tony, redirecting everyone's attention to him, "Thor, it's good that you're familiar with the locals, because I've got a lotta questions. Namely, where the hell are we, what the hell's going on, why the hell are there talking horses everywhere, and what the hell are you doing here?!"

Celestia balked at the Iron Man's language. "Friends of yours?" she asked, looking at the humans surrounding them.

"Yes," Thor replied, "It's a long story."


	3. Chapter 3: The Thunder God's Tale

Chapter 3: Thunder God's Tale

 **Equis, Ponyville**

After a quick discussion, the group decided to move the Avengers into Twilight's castle, where they could receive answers to their questions in a more private setting. Of course, reporters, who'd already been on their way once Phobos and Deimos showed up, absolutely swarmed the small town upon hearing about the "aliens." Twilight and the others were currently answering questions for the press and keeping them out of the castle, with the promise to treat the Avengers to dinner once they were finished. Bon-Bon had dragged Lyra off, the latter screaming "HUMANS!" all the while. Twilight hoped the unicorn wouldn't make things any more uncomfortable for the Avengers than they were already.

Steve, Tony, and Sam had removed what gear they could, in an effort to relax, and were currently packed into one of Twilight's guest bedrooms, along with Thor. The Iron Man Mark 47 was propped against the wall, shifted into power down mode, while Steve's shield and Sam's pack rested in the corner, where their wielders could still reach them in seconds. Neither Steve nor Tony were particularly happy about their present circumstances, but both men kept their mouths shut out of respect. Not to mention this wasn't exactly the place for it.

Thor casually passed his hand over the crystalline wall. The entire castle was quite a marvel, actually. Pure, undamaged crystal, with no tool marks to mar the perfect surfaces. The drapes and carpets were formed of the finest silk, that of royalty. The Asgardian had to admit, even the palaces of his home had some competition when compared to this new gem.

"Never expected to find a third alicorn on this planet," he muttered, thinking of Twilight, who he'd been unable to speak to thus far, "Especially in a small village such as this."

"So when have you been here before?" asked Tony, "I think I'd remember you telling us about a dimension of multicolored talking horses."

"Not to mention the mythical fauns invading our universe," added Steve.

"Well," said Thor, "First of all, planet Equis isn't on a separate plane of existence. We're still in the same dimension as planet Earth, just farther than your human race has ever seen.

"Asgard once held an alliance with Equis, forged over shared interest in magic. From childhood to young adulthood, Loki and I used to visit this planet quite frequently, predominantly this nation of Equestria. Primarily inhabited by intelligent versions of horses, they refer to themselves as ponies. Earth ponies, resembling those of your home, although possessing far greater strength, and the unicorns and pegasai, like those of human mythology. Finally, the alicorns, the ruling class, though nearly extinct, possessing the attributes of all three. The nation is ruled by Princess Celestia, whom you've already met. Though there seem to be more, nowadays..."

Tony, Sam, and Steve were all frozen in expressions of shock.

"You're not making this up," said Sam, trying to convince himself.

"Unbelievable," said Tony, "It's like every little girl's fantasy brought to life."

"It's actually quite a hospitable country," said Thor, "They almost never enter war or large scale conflicts. Unfortunately, I haven't had the chance to visit for over one thousand of their years. Father cut us off from them because he felt that getting involved in their affairs put everyone at risk. I was only allowed to come because Heimdall informed me he'd discovered you had arrived on this planet, and were in danger."

The Avengers froze, remembering Thor's ally, the guardian who could see all souls across the universe.

"Uh, Thor?" Steve started, "Did he tell you about-"

He was cut off by a clopping of hooves from the entrance. The men turned their attention to the door, where Celestia had arrived, her mane flowing as majestically as ever. She smiled at the sight of the Asgardian Prince.

"Hello," she announced, "Would you three mind if I borrowed Thor for a moment? We've got quite a bit of catching up to do. The others will be along shortly."

Tony shrugged, and the others raised no objections. Thor picked up his hammer, but he turned and gave a look that conveyed quite a bit of information to the others. He knew what Rogers had been going to ask, the answer was yes, and this particular conversation wasn't over. Steve and Tony glanced nervously at each other before moving farther apart, Sam joining the Captain on his side.

* * *

The solar alicorn and the thunder god casually strolled down the crystal hallways, Thor admiring the architecture all the while.

"So this whole castle was created by the Tree of Harmony?" he asked.

Celestia nodded proudly. "Twilight exceeded so many of my expectations as a student. No wonder the Elements gave her this."

Thor chuckled. "I never took you for the type to take on a student, Celestia."

"Well, things change. Your new friends are certainly interesting sights."

"Yes," said the prince, "They come from Earth."

"Human?" asked the solar alicorn, intrigued, "I thought Odin had cut Asgard off from that planet as well."

"He did. But I actually ended up banished there for a while." Thor laughed at the look on Celestia's face. "An unusual coincidence, yes? Considering that terrible day..." He trailed off. He knew the subject was extremely personal to Celestia, and started to regret bringing it up. He'd been on Equis that day, and Celestia's mood had degenerated in the days following. It reminded him of Asgardian days of mourning.

"Considering that terrible day when she banished me to the moon?" came a voice. Thor whirled around, shock filling his system. Behind him stood a dark blue alicorn, her mane and tail like the starry night sky. She smiled at Thor's bewildered face. "Don't worry, Son of Odin. We've made quite a few strides past that."

"Luna?!" exclaimed Thor, "How are-er..." He coughed, trying to clear his thoughts. "I-I didn't know you were free."

"Sorry. I wanted it to be a surprise," said Celestia, "I sent her a message not long ago."

"Free of prison, and free of Nightmare Moon," replied the younger sister. Celestia smiled happily as she walked over to her sibling. "Thanks to Twilight Sparkle and her friends."

"Really? Is that when they bonded with the Elements?"

"Yes," said Celestia, "Quite a bit has happened since we last saw you. I'm guessing the same is true on your end. Can you finally call yourself King of Asgard?"

Thor shook his head. "Still a prince. Father remains in power. To be honest, I feel underprepared for the throne at the moment."

Luna's eyes widened in shock. "Is this truly the same Thor Odinson who demanded the throne the second he grew his first beard?!"

Thor and Celestia burst into laughter. "Thanks for rekindling that memory. Still, I've learned much since I last set foot on this planet," chuckled Thor, "It would seem we all have."

"I suppose Loki's still the trickster," said Luna, fondly, "I don't think anything could ever break that streak in him. Is he on his way?" She looked expectantly at the thunder god. "Thor? Are you okay?"

Thor's expression had fallen at the mention of his brother. His shoulders, broad and heaving with laughter, slumped, and he nearly dropped Mjölnir. He leaned against a crystal wall, his eyes no longer focused on the alicorns, but instead trying to find something to distract himself in the rug. Luna and Celestia shot each other a concerned glance.

"Thor?" asked the solar alicorn, "Did something happen to Loki?"

It was a few seconds before Thor found it in himself to reply. "Loki...has passed on."

Shock hit the sisters with the full force. Celestia gasped, her wings nearly coming untucked as her body shuddered. Luna was even more severe, as she actually staggered back as though she'd been struck. Her breathing quickened, and she barely managed to get any air in as her brain attempted to process what she'd just learned.

"Loki...he's dead?" breathed Celestia.

"No. That can't be true," Luna murmured. It was clear she spoke more to herself than any other being in the current vicinity.

Thor nodded sadly. "It is a very long tale. However, we have time right now. You deserve to know."

"It all began on the day I was to be crowned as king of Asgard. You will recall my more arrogant demeanor back then, and naturally, I was ecstatic at the prospect. However, before we could finish the ceremony, the Frost Giants invaded our treasure chambers, having evaded Heimdall's gaze somehow. They were trying to reclaim the Casket. The Destroyer killed them, but the damage was done. My coronation was put on hold."

"Laufey..." growled Luna, unpleasant memories of the Giant king coming to the surface. He was exceptionally cruel to any race other than his own.

"I, of course, was furious," Thor continued, "I wanted nothing more than to march into Jotunheim and demand restitution, or failing that, killing as many Frost Giants as I could. Odin forbade me from doing so, of course, but that never stopped me before. I convinced Loki, Sif, and the Warriors Three to follow me there, and Heimdall agreed to use the Bifrost. We'd barely spoken to Laufey when I lost my temper and started a fight. Despite my bravado, we were only saved by Father's timely intervention.

"Odin was furious, but I didn't listen to his words. I attacked him, called him weak, ignoring my own foolishness in disrupting the tentative peace. Seeing he could not change my attitude, Father chose to remove my powers from me, changing me into a mortal. He placed a spell on Mjölnir, ensuring that only the worthy could lift it, which I was not. Then he banished me to Midgard."

Celestia almost gasped. "I knew Odin was harsh, but banishment-" She stopped, taking a glance at Luna, but her sister hadn't noticed. She was too engrossed in the story.

"On Earth, I attempted to reclaim my hammer, only to be proven unworthy. I grew despondent, and nearly gave into despair. It was only with a human woman named Jane Foster that I managed to find some sort of purpose." Thor smiled fondly at the memory. "Eventually, we became lovers. What I didn't know was the trouble brewing on Asgard.

"I did not find out until later, but Loki discovered something on Jotunheim. His skin...reacted to the touch of the Frost Giants. It turned the same shade of blue as them. Loki went to the treasure chambers, and touched the Casket. It was all he needed to confirm his suspicions...and force a confession from Father."

Thor took a deep breath, the knowledge he was about to convey a heavy burden on his shoulders. "After the final battle of the war, Odin went into Laufey's temple. On the rocks lay Laufey's infant son, abandoned and left to die due to his scrawny nature. Father took the child, and raised him...as Loki."

Celestia looked shocked once more, but Luna simply nodded. Loki had always been different from the others to his core, even if they were his friends. She didn't particularly like Odin, but she understood why Loki hadn't been told of his true parentage. He was isolated enough already, and the knowledge would've crippled him emotionally.

Thor continued. "Loki attempted to interrogate Father further, but the Odinsleep had arrived, and Father fell unconscious. While Mother tended to him, Loki assumed the throne. He visited me on Midgard, falsely informing me that Father had died of grief, in order to break my desire to return home. Sif requested permission to bring me back, but he denied her. That didn't stop them from going to Heimdall anyway, of course.

"Loki had his own plans at the same time. I later learned it was he who let the Frost Giants in at my coronation, for a bit of mischief. Later on, he approached Laufey, offering him entrance into Asgard to kill the helpless Odin himself. Loki froze Heimdall, who'd grown suspicious of him. However, he double-crossed the king at the last second, killing him.

"Loki then sent the Destroyer to Midgard, intent on keeping me from returning. My friends fought bravely, but could not overcome it. I offered myself, asking Loki to stop the pointless conflict, believing my kind brother still remained. Loki responded by trying to kill me."

Luna gritted her teeth, but said nothing.

"Fortunately, I'd earned the power of Mjölnir back, and defeated the Destroyer. Heimdall managed to free himself and return us to Midgard. It was then that I discovered Loki's true plan: to use Laufey's attempt on Father's life against the Frost Giants. He targeted Jotunheim with the full power of the Bifrost, then froze it, planning to commit complete genocide against them. I begged him to listen to reason, but Loki refused. Desperate, I took the only action I could, and destroyed the Bifrost. Father managed to catch us, but it was clear his heart was broken by the actions of his son. Loki, despondent, allowed himself to fall into the vortex, despite my attempts to save him." Thor held up a hand to stop Luna from interrupting him. "However, that was not the last I saw of him."

The thunder god proceeded to recount Loki's attempted invasion of Earth, along with the theft of the Tesseract, and the Chitauri attack on New York. He described how he had joined the Avengers to resist, and defeated Loki's army. How Loki had been imprisoned on Asgard, and the Bifrost restored, only to be interrupted by the arrival of Malekith and the Dark Elves. Celestia had to forcefully brace herself against the wall upon hearing Frigga's death. Thor's mother had been the one to conduct diplomatic relations with Equestria. Thor continued to the battle for the Aether, eventually reaching Loki's sacrifice. He touched briefly on the final battle with Malekith, but just barely. He noted, sadly, that there hadn't even been the chance to retrieve Loki's body.

Throughout the story, Luna had remained mostly quiet, her eyes the only clue to her reactions. Thor finished, and looked back at the two sisters. Telling the tale had clearly been hard for him, and he looked like he could barely stop himself from crying.

"I'm sorry," he said, "I know, it's quite a bit to take in, but-"

"Why?!" shouted Luna, shocking Thor and her sister into jumping, "Why would he commit those atrocities?! Why attempt genocide?! Why attempt to enslave an entire planet?! He was loved, you never cast him out like that! What did Odin...ARGH!" Then she rushed off into the depths of the castle.

Thor looked down at his feet. "I knew she wouldn't take it well," he said, solemnly, "She and Loki were so close. You remember how furious he became after the Nightmare Moon incident?"

"Yes," replied Celestia, unable to look up. Loki had absolutely torn into Celestia that day, and his cruel, though not entirely unjustified, words had made her guilt even heavier.

"I...I'll tell the others it's time for supper," said Thor, quietly walking off to join the Avengers.

Celestia watched him go, then set off in the same direction as her sister.

* * *

Luna hadn't gone far. She merely went to one of the castle's windows, where she had an unobstructed view of Celestia's setting sun. It wouldn't be long before her sister brought it down completely, and it would be time for Luna to bring up her moon.

Speaking of her sister, Celestia came up behind her.

"Luna..." mumbled Celestia, the way she always did when the topic was particularly difficult.

"I'm not cross with Thor," said her sister, "I know it wasn't his fault, despite what he probably thinks." She looked at Celestia. "I guess that makes another thing you two have in common."

Celestia looked down sadly. Thor's tale had reminded her of quite a few memories she'd rather forget. "But you came to me so many times," she said quietly, "You tried to fairly address your concerns that ponies were shunning your night. But I was basking in the glory of the sun so much I ignored-"

"And becoming Nightmare Moon was the most disproportionate method of retribution to your dismissal," Luna responded, "Your actions don't justify mine at all. Besides, I forgave you for that thousands of times over."

Celestia started to respond, but her younger sister held up a hoof. Celestia pushed her own grief aside for the moment, concentrating on Luna's.

"I...I'm sorry about Loki. You two were close."

Luna looked sadly back up at the sky. "Thor never tried to make him an outcast," she recalled, "He truly loved his brother. But Loki never felt like he had a real place to belong. We had that in common. Though he was considerably more...devious."

Luna and Celestia shared a small chuckle at that.

"Remember that time he created the illusion that your Cutie Mark was a rat drinking mead?" said Celestia, resulting in the two bursting into laughter for a few seconds.

"Yes," said Luna smiling. She looked back at the sky, where Celestia's sun barely poked out from behind the mountains. "But, he became...something..."

Celestia put a comforting wing on her sister's shoulder. "He cared about you," she said, "Remember, I told you how angry he was after you were banished. Besides, you weren't there when he changed. There's nothing you could've done."

"I know..." agreed Luna, "But, still...I wish I could have."

"Well, maybe you could help one of our new acquaintances," suggested Celestia, "There's probably something the Avengers need our assistance with."

Luna thought about it for a second. She hadn't even met the Avengers yet, so there was a possibility. On the other hoof, she was still moving past her own problems, even with the surprisingly therapeutic Tantabus Incident. Had she mentally recovered enough to be of any concrete assistance to others?

"I...will keep an eye on them, Tia," she finally said, "I will be at dinner in a minute, I just have to raise the moon."

Celestia nodded, turned around, and set off for the dining room.

* * *

Thor, meanwhile, returned to Tony, Steve, and Sam. Since he'd left, not much had changed. Steve and Tony had sat on opposite sides of the room, trying very hard to look anywhere but at each other. Tony quietly wished he'd brought his Iron Man suit polishing kit. Sam had attempted to start up a conversation a couple of times, but a side glance from Steve convinced him to keep his mouth shut.

Thor walked back into the room. "So, Captain," he turned to Steve, "You were going to ask if I was aware of your little conflict with each other?"

Steve looked down at the floor, unable to respond. Tony, on the other hand, had no such problem.

"Don't you start with me, Goldilocks," snapped Stark, "I'm not here to-"

"That was not my intention," responded the Asgardian, "Although, I would like to point-"

"Okay, enough!" said Sam, standing up, "Look, Steve, Tony, Hammerman. We got robbed from this planet, and the only way we're gonna get our stuff back is to cooperate with them. Let's not start another fight."

Tony sighed. "Okay, fine." He turned to Steve. "Alright, Rogers. Here's my truce. We don't bring up _anything_. We don't tell these...neon horses about it. Then we get our stuff back, go our separate ways, and forget this ever happened."

"Deal," agreed Steve. He wasn't in the mood for any kind of therapy talk with Iron Man, anyway.

"Um, excuse me?" came a voice from the hall. The Avengers turned to find a small, scaly, purple creature looking in on them.

"They're ready for you now," said Spike.


	4. Chapter 4: Dinner With a Horse

Chapter 4: Dinner With a Horse

 **Equis, Ponyville**

Twilight's dining room was extremely spacious, and the transparent crystal table more than enough to cram in four Avengers, seven ponies, a baby dragon, and the two princesses. The chairs were, thankfully, large enough to accommodate the taller humans, without forcing them to squat. The Avengers were placed at the end of the rectangular table, with Steve and Sam on one side, and Thor and Tony on the other. In between them were the Elements, Starlight, and Spike, with Celestia and Luna taking up the other end.

Of course, before eating, there were introductions to be done. The Avengers stood at the entrance, and Twilight approached them, trying to keep her nerves down. After all, these humans couldn't be any worse than the yaks, she assured herself.

"Hello," she greeted them warmly, "My name is Twilight Sparkle, and I am the Princess of Friendship. It is my pleasure to welcome you to Equestria."

She held out a hoof, which Thor shook easily, having done so before. Twilight then went down the line, greeting the other Avengers, who had less than easy reactions.

"Uh, hi," said Tony, awkwardly grasping her hoof, quietly hoping that they had alcohol on this planet.

Twilight calmed down a bit at the sight, as it told her that these humans were as baffled by this meeting as her. Sam and Steve had similar reactions, the bizarre nature of their current situation hanging over their heads. Twilight gestured for the others to come over and introduce themselves.

"Howdy, partners! Ah'm Applejack!" said the Earth Pony heartily. She shook their hands as well, flashing a wide smile. Steve returned the expression politely, remembering how she'd helped in the fight.

The yellow pegasus stepped forward, albeit with a bit of prodding from Rarity. "Uh...I'm Fluttershy..." she whispered, trying not to make direct eye contact.

The white unicorn kindly let her nervous friend sneak behind her. "My name is Rarity," she said, "It is a pleasure to meet you."

"I'm Rainbow Dash!" proclaimed the blue pegasus, flying into the air, "The fastest, coolest, and all-around awesomest flyer in Equestria!" Sam smirked, recalling his earlier interaction with this particular pony. Apparently, attitude was a thing on this planet.

Of course, none of the Avengers were prepared for the pink blur that came zooming like a missile at them, grabbing them by the hands and wringing their entire arms like rubber. All they could see was a faint pink color whirling around their heads.

"Hi I'm Pinkie Pie and I saw you guys come into town fighting those bad guys and I was like 'HUH!' And I just know you'll be my new best friends and I'll throw a big super Welcome to Ponyville Party and-"

Pinkie got cut off by an bright turquoise magic aura that seized her tail and pulled her from her current position, which happened to be Steve's head. The Captain started frantically itching his face, trying to remove the pink hair that clung to his skin. Tony reluctantly held back a chuckle. Pinkie, more pleasantly surprised than anything, turned her head around to see Starlight telekinetically moving her back.

"Thanks, Pinkie, but I think they understand," she said sheepishly, placing her friend back down on the floor. She turned back to the Avengers. "Sorry about that. My name's Starlight Glimmer. Nice to meet you."

The purple dragon stepped forward politely. "My name's Spike," he said. His smile stretched to cover his entire face. "And you guys were awesome! The way you beat up those fauns, and saved ponies! And you, with the hammer, you were like 'BOOM!' And then-"

Twilight cleared her throat loudly, prompting Spike to stop fanboying for a moment. He quietly stepped back, followed by Celestia and Luna stepping forward to take his place.

"As Thor has told you, I am Princess Celestia," said the white Alicorn, "Any friend of his is always welcome in Equestria."

"Thank you," said Steve, politely.

"My name is Princess Luna," said the dark blue alicorn, "I co-rule this country with my sister."

Thor stepped forward. "It's my honor to present my comrades, members of the Avengers. Sam Wilson, known as the Falcon."

"Hi," said Sam, smiling. Rainbow Dash studied the human, wondering how he'd managed to get that name. He didn't even have natural wings.

"Captain Steve Rogers, honored with the title of-"

"The Captain," Steve cut him off, "Just the Captain."

Applejack took a look at the human before her, clad in his grey, red, and white battle suit, his hands clasped calmly in front of him. She noticed small details, such as how quickly he'd been to interject into Thor's speech, the way his breathing sped up a bit as he did so. To her eyes, it appeared there was something he did not want the thunder god to say. She made a note to ask him about it, if there was another chance.

Thor, however, continued smoothly with his introductions, barely thrown off by Steve's interruption. "And Anthony Stark, who claims the name of Iron Man."

"Yeah," said the inventor, sheepishly, "Call me Tony." Twilight's head immediately filled with questions about his armored suit that she wanted to ask.

Celestia smiled warmly at their guests. "So, shall we?" she asked.

The mixed species party sat down and began to take from their plates. Celestia, Luna, and Twilight were all fairly informal when it came to dining, and humans were a different species than ponies, so they'd gone the simple route with the food. Simple vegetable sandwiches were set out for the three newcomers, along with side apples provided by Applejack for each. Thor knew Equestrian cuisine, which remarkably hadn't changed much in the time since he'd last visited the planet, and dug in, though he lamented the lack of meat in his head. The others ate quietly, surprised at exactly how familiar the food was on this planet. Spike merely broke out his supply of gemstones.

"So," said Twilight, starting up a conversation, "Prince Odinson, you say you've visited Equestria previously?"

"No need to call me Prince, Princess Twilight," replied the Asgardian, "And yes. I befriended your mentor over a thousand years ago. We haven't had contact since the...eh, Nightmare Moon incident." He glanced at Luna nervously, but she gave him a reassuring smile.

"And you three humans, you aren't from Asgard as well?" asked Starlight to the others.

"No," replied Sam, "We come from a planet called Earth. Unoriginal name, I know, but what are ya gonna do?"

"Thor said you belong to a team called the 'Avengers,'" said Celestia, "What does this team do?"

Steve sipped his glass of milk, trying to think of how to answer the question without going into the recent team break-up.

"Well," he began, "We are what you'd call superheroes. We apprehend criminals, we protect civilians, things like that. Like we tried to do in your village this morning." He said all this very quickly, doing his best to keep a level voice and sound normal. Lying, even by omission, bothered him, especially after Siberia.

"And it was AWESOME!" exclaimed Spike, stuffing three more emeralds into his mouth.

"In that outfit?" gasped Rarity, "Darling, you simply must add some more color to that suit! A hero must look dashing as he rushes in to protect the innocent!"

"Uh, sure..." muttered Steve, wondering what she would've thought of his old uniform.

Tony snorted through his nose, trying not to laugh."Who exactly are those goats to you guys?" asked, deciding to change the subject.

"Phobos and Deimos are dangerous criminals from Equestria's past," said Luna, "They possess magic based on the emotions of fear and panic. They were imprisoned in Tartarus for causing destruction across the land for their own amusement. However, they've escaped through aid from an unknown party. How did you encounter them, by the way?"

"Well," said Tony, "On my end, that Deimos douche broke into the Avengers compound, and stole technology that I invented. I managed to chase him through the closing portal, and came out of a mirror in an old castle in the forest not too far from here."

"Same on our end," said Steve, "Phobos took samples of a rare metal alloy from a country called Wakanda." Noticing the question on everypony's faces, he elaborated, "We were...on the other side of the world for an important mission."

"Didn't he drop this one?" asked Twilight, magically levitating the vibranium in its capsule, and then, at the surprised looks on the humans' faces, added "Sorry, I just wanted to examine it."

"Yeah," said Tony, "Though we'll probably need to give that back at some point. Luckily, Thor can beam us back to Earth whenever he wants, so we're not stuck on this planet."

"Those mirrors," said Luna, bringing the conversation back around, "In our old castle. Sister, they must've charged the crystals with teleportation magic. Used the mirrors as a conduit to get across the universe to Earth."

"I agree," replied her sister, "It probably only worked because of the large residual magic surrounding that castle. We must examine those mirrors."

"Well, the fauns took one," said Steve, "But the other one survived. That's somewhere to start, at least."

"Excellent. We'll need to discuss how we shall retrieve your property," said Celestia, taking another bite, "In addition to the apprehension of Phobos, Deimos, and their unidentified master."

"Wait, really?" asked Sam, genuinely surprised, "You don't need to go to those lengths. We can-"

Celestia held up a hoof to silence him. "Don't concern yourself, Mr. Wilson," she replied, "Our duties as princesses of Equestria require us to extend kindness to all, not just our pony citizens. We shall do everything in our power to assist you."

"You can count on our support, as well," chimed in Twilight, and her friends all nodded their agreement.

Steve, Sam, and Tony were shocked. They hadn't received the most warm welcomes in the past, especially in Sokovia, even during Ultron's attack. Yet these ponies were perfectly willing to help a group of strange, alien beings who'd just arrived on their planet. Considering their current reputations back home, with Ross and others like him advocating for the complete removal of the Avengers' autonomy, it was quite a shocker. Thor was, naturally, unsurprised, and smiled joyfully.

"Excellent!" he proclaimed, "I'll visit Heimdall tonight. He can find Phobos and Deimos."

"In addition," said Twilight, "I'd be happy to offer you a place to stay until you can get your things back. We have plenty of spare bedrooms in this castle."

"Though you simply must allow me to make you some casual clothes!" chimed in Rarity. Steve opened his mouth to interrupt, but was silenced with a wave of the unicorn's hoof. "Nonsense, darling! I'm the Element of Generosity! 'Tis my duty!" Sam had to cover his mouth to keep from laughing.

Celestia smiled. "Hopefully, this won't be-"

The solar alicorn was cut off by her tea cup suddenly morphing into a small teapot. Before anybody (or anypony) could comment on it, the pot had sprouted two tiny legs, inhaled through its spout, and squirted Celestia in the face with her tea. As she blinked the liquid from her eyes, she stared down at the teapot, clearly irritated. Twilight groaned quietly, as the pot blew raspberries out of its spout.

"I'm insulted, Celestia!" it said, in a clearly male voice, playing up the haughty factor, "Truly stung! You host a dinner party for Equestria's latest alien arrivals..." Here, the pot cracked open, a lion's paw emerging from the right side, and an eagle's talon from the right. The mismatched limbs struggled to pull apart the rest of the pot for a while, before slumping, and sliding back into the hole. Out of the spout slithered a massive, brown, snake-like form, about as tall as Celestia or Luna themselves, and far larger than should've been able to fit inside the pot, and wrapped itself around Celestia's neck. "...and you didn't invite moi?! For shame!"

The creature currently encircling Celestia's neck was even more bizarre to the Avengers than anything they'd seen so far. His long brown body was basically a mix and match of the parts of various animals. His head was goat-like, with one deer antler, and a blue horn. His front limbs were still the same lion's paw and eagle's talon. His legs were a crocodile claw and a bull hoof, and his tale was red and scaled, like a dragon, with a furry hand on the tip. His eyes were bright red with yellow sclera.

"Discord!" shouted Thor, leaping from his seat in shock. He summoned Mjölnir to his hand, pulling his arm back to hurl the mighty weapon, but a blue glow materialized around his cape. Thor was pulled back into his seat by Luna's magic with a thump.

Thor's eyes shot to the princess of the night, where he discovered that her expression was not one of anger, fear, or even panic, but annoyance, as she stared down the draconequus currently wrapped around her sister. In fact, all of the ponies, and Spike, had the same expression, and none where attacking Discord.

"Wha-what are you-?!" he started.

"It's okay, Thor," said Luna, "He's 'reformed.'" She made air quotes with her hooves.

"Ah, Thor, Thor, Thor," chuckled Discord, untangling himself from Celestia. He snapped his fingers and disappeared, reappearing as a painting on the side of Mjölnir. "It's good to see you're still the same hammer swinger you always used to be. Though you should trim that beard, my goodness!"

"Discord," said Fluttershy, putting her hoof down on the table, "We've talked about this. You can't just barge in on other ponies' events."

Discord reappeared in the seat next to her, shoving Rainbow Dash to the floor in the process. "Oh, come now, Fluttershy, I didn't ruin any of the food," he laughed, "Besides, how could I miss this?"

"Well," grunted Rainbow from the floor, "I don't think it'd kill you."

"Uh, could we get some explanations, here?" asked Tony, staring at Discord's tail, which was currently swimming through the air.

"Reformed? Him?" demanded Thor, thrusting his hammer at Discord, "Have you gone completely mad? He's insane! He's a monster! He cares for nothing but himself!"

"Oh, Thor, you wound me!" Discord pouted, a tattoo of a broken heart appearing on his chest, "Still bitter over that time I turned your hammer into chocolate?"

Thor gritted his teeth, standing up with murder in his eyes, but Luna pushed him back down once more.

"Anyways," continued Discord, his animal hands jumping off his body over to the human Avengers. They grabbed Steve, Sam, and Tony by the hands, wringing their entire arms almost as hard as Pinkie did. "It's a pleasure, Avengers. Discord, Spirit of Chaos, at your service!"

"Discord!" snapped Twilight, grabbing his tail with her magic and yanking him back into his seat, "If you want to be part of this, could you please not be so disruptive?"

"Oh, I suppose," answered the draconequus, sounding overly dramatic once more. He snapped his fingers, and a mismatched chair of wood, crystal, and metal appeared in the back of the room, away from the table. Discord teleported into it, now wearing a form fitting tuxedo. "But only because you asked so nicely, Twilight." Rainbow Dash sat back down in her seat, glaring at Discord from across the room.

"Discord has actually been reformed," Celestia told Thor, as she wiped the tea off her mane, "In exchange for not turning Equestria into a chaotic wasteland, he has earned freedom from his imprisonment in stone."

"Wait, what?!" exclaimed Tony.

"And you believe him?!" shouted Thor.

Applejack groaned. "It's a kinda long story."

* * *

 **Equis, Somewhere**

Phobos and Deimos both sat on the floor of cold, black stone. The sweat snaked its way down their backs, even though their staffs were well within reach. Phobos' eyes were wide, and he took a deep breath every few seconds, as though trying to calm himself down. His brother showed none of this signs, but his armpits were clearly soaked with sweat.

"So, let me get this straight," snarled Grogar, the ram pacing his way across the dark altar, his bell releasing a hollow jingle, "You retrieved the items requested," he indicted the mirror, the vibranium, and the arc reactor, "And yet, you imbeciles allowed the Avengers to follow you to this planet?!"

Phobos, as was his nature, swallowed nervously. For the faun who claimed to be the master of fear, his panic at the thought of the ram's temper was rather extreme. Deimos, conversely, sat completely still, allowing no physical expression to betray his thoughts.

Grogar's glared at the brothers, stomping his cloven hooves, kicking up clouds of dust. "Well?!" he demanded, "Do you have anything to say for yourselves?!"

"It was an accident..." mumbled Phobos. Big mistake, as Grogar rounded on him.

"An accident?!" he shouted, "Perhaps I could 'accidentally' pull your teeth out?!"

Phobos leaped from his seat. "N-no! No, Grogar! I didn't-"

"Oh gods, you're pathetic," groaned Deimos, "Are you physically incapable of retaining your own dignity, brother?"

Phobos rounded on him. Insults from Grogar? Those were fair enough. The ram could back them up. But from his own brother? That was a different story.

Phobos seized his staff. "Do you wanna go?!" he growled, "Let's see what you fear!"

Deimos calmly raised his own weapon. "I master my fears. Unlike yourself, who uses the fear of others to hide his own cowardice."

Grogar flattened his forehoof against his face. "I'm beginning to think a more fitting punishment would be to let you to kill each other."

"Enough," came a voice from the opposite side of the temple, "Grogar, do not forget who is in control."

Phobos and Deimos froze where they stood, their eyes crawling to the corner where the master had appeared. Grogar pulled an about face in the direction of the voice, completely forgetting the quarreling brothers. A deep, dark purple magical glow covered the vibranium shards, the arc reactor, and the mirror, levitating them over to the master. His eyes glossed over the gathered items, and a pleased smirk made its way onto his face.

"M-my apologies, sire," stuttered Grogar.

"Phobos and Deimos have accomplished our goals, for the moment," he chuckled, "We have our supplies. The first phase is complete."

"But, master," said Grogar, his previous commanding voice gone, "The Avengers...they are threats..."

"The Avengers are powerful," answered the master, "But they have their cracks. Their pressure points. And I have prepared the means we shall use to destroy them."

"Master?" said Deimos, meekly. The faun had no issues with Grogar, but the master was different. Facing him in combat, one would be forgiven for believing they were battling death itself. The fact that he had managed to breach Tartarus to free the brothers was a testament to his already incredible power. "Are you sure that's...wise? We already have the Elements of Harmony to contend with, along with Celestia and Luna. Can we truly stop-"

"The Elements are little more than children with remarkably good luck," said the master, shooting him a glare, "And the princesses? When I'm finished, they will beg me for the sweet release of death."

* * *

 **Equis, Canterlot, Later That Night**

Celestia breathed a sweet sigh as she finished adding her royal seal to the last document of the day. The dinner with the Avengers had gone surprisingly well, with the exception of Discord dropping in, but at least nopony had gone to the hospital. The rest of the evening had been spent telling the Avengers about the Elements of Harmony, and the troubles that had plagued Equestria, notably Nightmare Moon and Discord. Thor had set off to speak with Heimdall right after, and the others had moved to the spare bedrooms in Twilight's castle. Rarity had informed them that she'd probably be up for the rest of the night working on the Avengers clothes, having taken their measurements, but insisted that nopony help her. Luna had finished setting up the night sky, and was currently partaking in her nightly dream patrol. Celestia's business was finished, and now it was time to turn in.

A knock at the door interrupted her thoughts. "Enter," she said, hoping she wouldn't be kept from her bed for too long.

A royal guard, a unicorn stallion, entered the study, bowing low as he did. "Princess Celestia," he said, "My apologies for disturbing you so late, but you have a visitor. From the Crystal Empire."

"Thank you, Fortified. Please, allow our guest in," answered the princess.

The guard nodded, turned around, and pulled the door all the way open with his magic. However, instead of a pony, Celestia was greeted by the black, insectoid body of a Changeling. Surprised, Celestia jumped back, preparing to fight, but froze upon seeing the meek expression on the creature's face. He, or she (it was difficult to tell) bowed low to the floor, eyes pointed downwards. Looking down at him, Celestia noticed that his wings, instead of the thin green membranes of normal Changelings, were coated with a turquoise layer of crystal, with sharp edges.*

"H-hello, Princess Celestia," mumbled the Changeling, clearly nervous.

Celestia remembered her correspondence with Cadence. "You are...Thorax, the Changeling Spike met, aren't you?" she asked. He nodded meekly. Celestia smiled warmly. "Well, you are always welcome in this castle. There's no need to be afraid."

Thorax perked up at her words, lifting his head. He smiled genuinely, not even showing his fangs. Behind him, Fortified Shield kept his gaze on him, clearly prepared to attack if necessary. The incident at the Canterlot Wedding, though many moons past, still hung over everypony's head, considering the ease at which the castle had been infiltrated.

Celestia looked to her guard. "Would you please leave us, Fortified?" she asked, gesturing to the door. Fortified gave Celestia a questioning glance, but raised no objections. He exited the room briskly, closing the door behind him.

"So, Thorax," continued the princess, "What can I do for you?"

"Uh, w-well," answered the Changeling, stumbling over his words, "I've been staying at the Crystal castle, with Cadence and Shining Armor for the past few weeks. I-I've heard certain information from your letters with her, and I-I've learned about the criminals who escaped from Tartarus."

Celestia nodded. She trusted Cadence to share information only with those she could trust. Thorax was no monster.

"T-the thing is, if Phobos, Deimos, and whoever they're working for have some big operation in mind, there's a chance that word of it could spread throughout the criminal underworld of Equestria. A-and, given my shape-shifting abilities, I thought..."

Celestia raised her eyebrows. "Are you offering to go undercover for us? To find information?"

Thorax nodded eagerly.

Celestia mulled over her words, a bit of anxiety seemingly hanging on the surface. "Well, I appreciate you offer, but we have a way to see where they are, and I don't think-"

"Oh, I understand!" answered Thorax, "I know you probably have your ways, but my theory is, nopony would be able to predict me. I wouldn't even need to get to the heart, just hear some gossip being spread around. Even if you can see where the fauns are, you might be walking into a trap. I could help with that."

"I-I..." Celestia stuttered, trying to come up with an argument, and finding she had none, "Y-you do have a point, Thorax. Like I said, I'm grateful, but you don't need to risk your life for Equestria. Given how you were treated, even when you hadn't committed any crime, you don't owe us anything."

"Yes, I do," said Thorax, sincerely, "Ponies have been so kind to me, and I've felt so alive, so safe. I've haven't needed to feed on love since I started live with them. This is the least I can do to pay them back."

Celestia, once again, had no response. "Very well," she eventually replied, "But can you please promise me you won't take any unnecessary risks? I don't want you caught in the crossfire."

"Absolutely, Princess!" said Thorax, his joy radiating from his form. The happy changeling turned around and left the room, closing the door behind him.

Celestia, left alone, sat down quietly on her throne. Perfect. She already had another life to worry about.

* * *

 ***This takes place in Season 6, but before the finale.**


	5. Chapter 5: Bonding Time

Chapter 5: Bonding Time

 **Equis, Ponyville**

Applejack stretched as she climbed out of bed. Celestia's sun was still on its way up the sky, and the rooster hadn't even done his wake-up call yet. The farming pony was so used to getting up early that she didn't even need his crow. Applejack smiled as she overlooked the healthy trees of Sweet Apple Acres, all nice and strong. When apple bucking season rolled around, she knew this year would bring quite a healthy crop. Thoughts of the aliens and the possible disaster looming over Equestria were pushed out of her head.

Applejack grabbed her Stetson hat from the nightstand as she made her way downstairs. The others would be up soon enough, and then she could get to working on all of her chores. In the meantime, though, she decided to get some exercise in. The Running of the Leaves was coming up again, and she was hoping to get Rainbow Dash to agree to a rematch.

With that thought in mind, the earth pony took off at a brisk pace, galloping down the path that ran through Sweet Apple Acres. Applejack wasn't an antisocial pony, but she'd always enjoyed the experience of solitary exercise. The fields of apple trees stretched out far beyond the horizon, seeming to never end. There were no sounds, except the thumping of her hooves, and the chirping of the occasional bird. There was-

"On your left."*

Applejack did a double take. One of the humans, Captain Rogers in fact, came sprinting up the path. Having shed his uniform, he was now clad in a set of loose casual clothes, no doubt whipped up by Rarity in the middle of the night. His muscles were tensed, but from his posture, it was clear he wasn't running as fast as he possibly could, even at this sprinting speed. He sped past Applejack, continuing down the path.

Applejack grinned. Well, this was an unexpected opportunity.

Applejack bent her neck, lowering her head as she increased her speed. Her hooves kicked up larger and larger dirt clouds as she rushed to catch up with Steve. The human's keen super soldier ears picked up her sounds, and Steve turned his head to find Applejack had matched his speed.

"You wanna go there?" he asked, a smirk forming on his face.

"Yah know it, partner!" the pony laughed back.

Steve let out a quiet chuckle as he increased his pace a little, Applejack following his example immediately. He wasn't sure exactly how fast she could go, given the differences between earth ponies and normal horses, but she looked like she could at least keep pace with him for a while.

Taking a deep breath, Steve accelerated to near-maximum speed. He hadn't run this fast since Sokovia. Apple tree became blurs as he rushed across the dirt, taking turns as easy as he would at normal speed. His muscles began to feel the tiniest bit strained, a rare sensation for Steve. Oddly enough, it actually felt good at the moment. Maybe this was what he needed. Though, he made a mental note not to tell Sam about this. It'd drive the guy crazy to be outrun not only by a ninety year old man, but also a small horse.

"On yer right!"

Steve's head snapped to his side, to discover the sight of Applejack, her legs a blur beneath her, kicking up a massive dust cloud behind her, as she slowly but surely caught up to him. Applejack flashed him a smile as she adjusted her Stetson, her body making its way ahead of Steve's legs.

"Oh, it is on, pony!" roared Steve, accelerating ever more.

The race soon turned into a match of endurance, the pony and the human remaining neck-to-neck, tearing up the dirt as they sped through the Acres. Both had built up quite a bit of stamina in their respective lifestyles, and could've kept the race going for the entire day, if so desired. Eventually, however, they came to a stop near the path leading from Applejack's home, both leaning against a tree as they panted. Applejack seemed to be more actually tired, given she didn't have a super soldier serum to suppress fatigue and lactic acid. Both were coated in sweat, Applejack using her hat as a fan.

"I gotta give you...credit, Applejack," chuckled Steve, "I haven't had a workout like that in a while. Well, without fighting for my life."

"Dang..." breathed the farm pony, "Not bad...fer only havin' two...legs, feller! Can all humans...run that fast?!"

"Not really," admitted Steve, "I'm exceptional."

"Ah'll say," laughed Applejack, "What brings...ya up so early?"

"Force of habit. I'm a soldier. It's what I'm used to."

"Same, 'cept Ah never served."

Steve took a moment to look over Sweet Apple Acres, and the vast expanse of apple trees. He briefly remembered Clint's family, and felt another pang of guilt over his recent interaction with the archer. He decided to change the subject.

"So, you been a farmer your whole life?" he asked.

"Yep!" replied the pony, "It's a lotta work, but good livin', at the same time!"

"Sounds nice," said Steve.

Applejack looked at Captain Rogers, and memories flickered back to her of the night before. Now seemed like a moment in which he'd be willing to talk about himself.

"Hey, Cap?" she asked.

"Call me Steve," responded the human, "Rank doesn't mean much on this planet."

"Well, Steve," said Applejack, "Ah was watchin' you at dinner, and Ah noticed ya cut Thor off when he was introducin' ya, when he said yer title, or superhero name. Ya acted kinda...nervous, like ya were afraid. Is there something ya wanted to hide?"

"Oh, no. Nothing," Steve responded, looking down at the ground. He waited for her to speak again, only to be confronted with absolute silence. He turned again to see Applejack staring at him, her face plastered with an expression of amusement. "You don't believe me, do you?"

"Ah'm good at seein' through lies," responded the pony, "One of the perks of bein' the Element of Honesty."

"Oh, yeah, you told us about that," said Steve.

Applejack now found herself in Steve's position, waiting for the other to speak up.

"Look, Steve," she finally started, "Ah get it, ya just met me. Heck, ya just met ponies in general. But holdin' somethin' in can be painful. If ya really don't wanna talk about it-"

"No, no," said Steve, "Thor said that you could be trusted, and I've made it a personal goal to be at least a little more honest, after what's...happened." He turned to back to the pony. "But I need you to keep this from the others. We have a job to do, and I don't want to drag all you ponies into our problems. Can you keep a secret?"

"Cross mah heart, hope to fly, stick a cupcake in mah eye!" responded Applejack, putting a hoof into her eye. At Steve's facial reaction, she shrugged. "It's an inside thing. Blame Pinkie."

"Sure," responded Steve, taking a deep breath. He couldn't believe he was about to tell this pony the truth about this, but she was right. Lying felt terrible to him, and keeping the truth bottled up was tearing him apart. He wasn't even thinking about how Stark would react, were he there. Although Tony had suggested they not tell the ponies about the Accords conflict, he felt telling Applejack alone wouldn't ruin anything. If he were honest with himself, something inside him was telling him that Applejack was trustworthy. Maybe it was more of the whole Elements of Harmony thing. Who knew.

"My original title was Captain America. It comes from the country where I served as a soldier in the second world war." Applejack cringed a little at the suggestion of a world war, let alone two. "However, I gave up that mantle. I...failed my friends."

"How? Why?" Applejack pressed him.

Steve sighed. "Back home, the governments passed laws to limit the Avengers from acting independently. I broke the law to protect my friend, who was being wrongly hunted for something he didn't do, something I don't regret. But, we later found out that my friend...did something very bad to Stark, or actually, to people he cared about. Not on purpose," he insisted, seeing the look on the pony's face, "He was being forced. But I'd had my suspicions for a while, and I never told Stark. We disagreed, we fought, and...things just ended badly. Now, me, Sam, and the Avengers who helped me are fugitives from the law back home." He sat down quietly, turning back to the pony, quietly wishing he could be less vague. "That enough for you?"

"Well, I can tell ya ain't lyin'," said Applejack, "But, if that's true, why don't ya take this chance to talk it out with Tony? Deal with the problems before ya go back to Earth?"

"No," said Steve, "There's no time. What's important now is that we get the stuff Phobos and Deimos stole." He knew he was making excuses, but couldn't find it in himself to care. Talking to Stark, bringing up those bad memories felt like going back into the ice, only this time, he was awake, feeling the cold slowly freeze up all of his organs, his body dying inside. It wasn't worth it. He knew Applejack could tell he wasn't giving the whole truth, but it wasn't like she could read his mind. At least, he hoped.

Applejack was dealing with her own internal debate. On one hoof, she'd promised him that this topic wouldn't leave this particular conversation, and Applejack prided herself on being a mare of her word. On the other, the divide between the Avengers was definitely a serious issue, and she wasn't sure how it would affect their battle against whatever threatened Equestria this time. She decided to remain silent, at least for the moment. But if it caused further strife among the team, she wasn't sure she could keep that promise.

"Alright," responded the farm pony, casually donning her Stetson again, "But if ya need help, just talk to us, ya hear? We solve friendship problems as a sorta job. It's our specialty."

Steve nodded politely, before getting back up. "So, you need any help this morning?"

"Ah got a couple things to do," Applejack agreed, "And after that, maybe Ah could show ya around Ponyville. Though, ya may want to avoid Pinkie for the moment."

Steve held back a snort. What did make him laugh, however, was Sam coming puffing up the road, trying to yell at Steve for being so fast.

* * *

 **Equis, Twilight's Castle**

Tony Stark wasn't a soldier, and didn't have a history of waking with the sun. If he was up early, it was because he hadn't gone to bed the night before. No exceptions. However, at this point, he'd gotten into a somewhat normal schedule, and he climbed out of bed just a few minutes past ten o'clock.

Tony stretched as he stood up, feeling the unusually cool floor on his feet. Looking down, he noticed that the floor was made out of reflective crystal, gleaming up at him, alongside his reflection. So, that whole "planet of the horses" thing hadn't been a drunk dream. Figures.

Taking a glance around the room, Tony noticed a small pile of casual clothes, consisting of a white t-shirt, blue jeans, and a set of black socks, lying at the table at the back of the room. A small note attached to them read "Tony Stark." Apparently, that seamstress pony was as good as her word. No underwear, but did they even have those on this planet? Scratch that, there was a pair under the shirt. Huh.

Tony dressed, dragging himself out of the bedroom, and heading to the kitchen for breakfast. His biggest question was what he would do for the rest of the day. Hanging around would likely mean bumping into Rogers again, something to be avoided like the plague. He wasn't particularly keen on buddying up with these ponies, either. Not that they were bad, they were just kind of annoying.

He strolled into the kitchen, where he immediately made eye contact with the yellow pegasus. Fluttershy gave a quiet gasp when she saw him, but recovered, gave a brief wave, then backed out of the room. Tony raised his eyebrows at the sight.

"Oh, Mr. Stark, you're awake!" said Twilight, strolling into the kitchen, "Don't worry about Fluttershy. She's just nervous because she's never met humans before. She'll get used to you."

"Uh, yeah, sure," said Tony, opening the pantry. His eyes widened at the sight of a bottle, filled with what looked like wine, sitting on one of the shelves. Thank goodness.

"Captain Rogers and Mr. Wilson already left," said Twilight cheerfully, sitting down at her table, "They were up pretty early."

"Soldier thing, I guess," muttered Tony, grabbing some loose cereal and bread. He turned to go eat, but stopped in his tracks upon seeing Twilight's little set-up on edge of the kitchen table. "What the hell are you doing?!"

Twilight's table reminded him of his work desk back on Earth, especially when he was working on a new project. Assorted wires, screwdrivers, and wrenches lay strewn about, along with about three pages of notes. A device that resembled a geiger counter, though it glowed pink, lay beeping next to the centerpiece, the shard of stolen vibranium.

"Oh, right, sorry," said Twilight sheepishly, putting her front hoof on her head, "I really should've asked for permission first." She scurried over to the table. "I'd normally be doing this in my work room, but Spike's cleaning it out today. I couldn't help myself. This metal," she picked up the vibranium with her hoof, "It's _fascinating!_ "

"Really?" asked Tony, genuinely curious now.

"Yeah! It's completely unaffected by magic! I can't even levitate it, because it just absorbs the magical energy I surround it with! Watch!"

Twilight placed the shard into a metal base, the sharpened tip pointing to the ceiling. She then charged her horn, magenta energy swirling around the appendage, and fired a single beam at the metal chunk. Instead of being pushed, or broken, the vibranium simply absorbed the blast, not budging an inch from the table. All traces of the magical glow faded from the metal shard.

"See?" exclaimed Twilight, almost jumping up and down where she stood, "It's incredible! No substance on Equis can resist magic! This must have some kind of-" Twilight stopped as a realization hit her, "Oh, you don't have magic on Earth, do you? Sorry, I got kind of excited."

"Well, not normally, no," said Tony, picking up the vibranium, "But that does open a couple of interesting possibilities." He glided his hand over the metallic surface, noticing the vibranium was cool to the touch. "No heat generation from those crazy magic blasts?"

"Oh, no," said Twilight, "Not unless the spell is specifically scripted for heat. Magic is, at its core, manipulation of the natural energy present inside every creature on Equis."

"Huh," replied the inventor, casually putting the vibranium down. He set his food down to eat, as Twilight scribbled down some more notes. "Didn't expect this planet to have any real science types on it."

"Oh! That reminds me!" exclaimed Twilight, jumping about a foot in the air. She scurried over to the table where Tony currently sat, slamming down another blank notebook and plopping down in the seat across from him. "I didn't get the chance to ask you about your armor last night. Can you please tell me about it? What does it run on? Did you make it? How does it function? How long did it take you? What kind of-"

Twilight's endless barrage of questions was cut off by Tony forcefully covering her mouth with his hand.

"Okay, eager beaver. One, slow down, you're gonna asphyxiate yourself. Second, are you sure that the bubblegum pony's the hyperactive one out of your little team? Third, not to be rude, but don't you have, I don't know, princess autographs to sign, or something?"

"Nope!" said the alicorn, cheerfully, "I cleared out my schedule for the next couple of days so I could help you and your friends adjust!" She levitated a planner book covered with post-it notes and items that had been recently scratched out. "Believe me, it wasn't easy to do. Spike is always telling me to cut back on the planning."

Tony stared at the planner. "Uh, no offense, but maybe Spyro's right on that front," he commented. He decided he may as well bite the bullet and talk to this pony for a minute. Besides, not only did her scientifically inclined mind make her interesting to talk to, showing off was at least moderately entertaining.

He raised his left arm. "You wanna see something cool?" he asked. Twilight nodded eagerly.

Tony made a beckoning motion with his hand. At first nothing happened, and Twilight's expression started to shift to annoyance. That annoyance turned to shock as a small, red, apple-sized pod came flying down the hallway, propelled by tiny rockets. The metal object slammed onto Tony's hand, clamping down and revealing itself to be a glove, which unfolded and extended down his forearm. The palm glowed with repulsor energy.

"I...I..." stuttered Twilight.

"Total mental control, via neural implants in this arm," said Tony, flexing his now armored limb, "Machines are sort of my thing."

"That's incredible!" Twilight gasped, fighting to stop herself from jumping across the table to examine the metal gauntlet, "Does every part of the suit have its own battery pack? How do you harness that much electricity?"

"Well, sort of-Wait, you have batteries on this planet?" asked Tony. As much as he didn't want to, Twilight kept making him genuinely curious about Equis.

"No," responded the alicorn, "Anything in Equstria that requires any sort power source comes from magic. That's how we made trains. I just know because..." She stumbled over her words. "Well, let's just say it's a long story that involves a magic mirror portal to another dimension, where everyone on Equis is human. And no," she continued, responding to the question Tony was about to start asking, "It's not _your_ Earth. I would've seen the Avengers in the news."

"Oooookaaaaayyyy," said Tony, quietly filing that information away for a later time, "Anyway, regarding your power source question..."

He made another beckoning gesture. A heavy metal clank reverberated through the castle, originating from Tony's room. Seconds later, the rest of his armor came down the hallway, stopping and parking itself in the corner of the kitchen. Tony made another gesture, and the chest plate of the suit came flying off, zooming over to him and attaching itself to his torso. The center arc reactor lit up with white light.

"This here," he said, pointing to the reactor, "Is an arc reactor. Invented by my old man, upgraded by my design. Generates its own power supply, enough for every individual component of the suit. One of my backups was the thing your faun buddies took. The components also have individual power sources, so that they can propel themselves alone, if I want them to. Say it, I'm awesome."

Twilight was too busy trying to scribble down some sort of legible notes to realize how much Tony was reminding her of Rainbow Dash at the moment. "This is amazing! You have to let me examine it sometime!" She scurried over, poking the chest plate experimentally with her hoof.

"Whoa, whoa, personal space!" Tony protested. This pony was more of a jumpy geek than Parker.

Twilight's face reddened a bit as she realized exactly what she was doing. "Sorry...again," she said, sheepishly, "I just really get into learning."

"So I gathered," replied Tony, "Can I just eat?"

"Yes, of course."

Tony returned to his breakfast, casually disregarding the pieces of armor he wore currently. Twilight returned to the Vibranium, while simultaneously writing down a few questions to bring up later concerning Tony's armor, pondering if she could make one powered by magic. After the human had finished eating, he set his bowl down in the sink.

"So, there anything to do in this town?" he asked, grabbing the wine bottle he'd seen earlier, along with a glass, "It's not like I'm occupied, until we know where to find those goat freaks."

"Plenty," Twilight answered, "I think Applejack and Pinkie dragged Captain Rogers down to Sugar Cube Corner. Although, if you're not into super sugary things..."

"Nah," said Tony, pouring his wine, "Rogers ain't exactly the life of the party, anyway."

Twilight, having been less than social for the majority of her life, was not extremely adept at picking up body language, subtle expressions, or social cues. However, she was able to discern a clear bite of irritation in Tony's voice, particularly concentrated around the word Rogers.

"Are you...okay with Captain Rogers?" she asked, "I mean, I know you're teammates, but you're friends, aren't you?"

Tony swallowed his glass of wine. This was the subject matter he and Steve had promised to avoid, even around these ponies. He had no desire to bare his soul to this talking purple horse out of a little girl's cartoon, even if she was smart enough to appreciate his inventions.

"We're not super close," he summed up, "We work together, but we don't spend the weekends at the bar."

"Never understood why anypony would do that," Twilight muttered to herself. In her normal voice, she responded, "Is that all? Is there-"

"Look," Tony said, facing Twilight, clearly annoyed "Anything that goes on back home is unimportant, not to mention, none of your business. So please, with all due respect, drop it."

As soon as the words were out of his mouth, Tony mentally kicked himself. Why hadn't he just lied through his teeth? Said that he thought Rogers was a prude, or some crap like that? He'd gotten way too emotional, and any half-wit could tell there was something going on.

Fortunately for him, Twilight decided not to press the subject. She quieted down, before her eyes lit up as a new thought came to her. "Oh, I know something you could help me with! That is, if you're interested."

"Oh, really?"

"You see, Princess Celestia wanted me to take the mirror that you said Phobos and Deimos used to go to your planet. By scanning the magical trace of the energy they used to power the crystal they used on the mirror, she thought we might get some insight into who their master is, or what kind of magic they wield at least. It would take some pony very skilled to pinpoint the coordinates of your world into teleportation spells."

"You do realize I know practically nothing about magic, right?"

"At its heart, magic has similarities to a lot of human sciences, assuming your world is like the one I've seen. I discovered a lot of familiar principles in quantum physics books."

"Well," said Tony, grudgingly, "I'm an engineer, not a physicist-"

"Unless you aren't awesome enough to help me," said Twilight, smirking. This tricked worked every time on Rainbow, and if her hunch was correct...

Tony's mouth twitched in what might've been a smile. "The funny thing is, I know you're baiting me. But I don't care. I'm in."

"Great!" said Twilight. She rushed down the hall. "Oh, Starlight? Spike?"

* * *

 **Equis, Everfree Forest**

Sam, after yelling at Steve for a while, had joined him in helping Applejack, then followed him into town, where they'd been swarmed by the unnatural phenomenon known as Pinkie Pie. While Applejack laughed at their plight, Pinkie took the two down to Sugar Cube Corner, introducing them to food that shouldn't have been physically capable of containing so much sugar. Sam had gone along with it for a while, but eventually decided he'd like to do some scouting for Phobos and Deimos. He didn't like relying entirely on Thor's all-seeing buddy, after all. So the Falcon had equipped his gear and set off into the skies above Equestria. He chuckled to himself as he heard the gasps of ponies on the ground, seeing the humanoid bird in the air, and the pegasi who stared or yelled at him as he flew past them. He wondered if he'd be enough to make the aliens' newspaper.

Sam landed neatly on a small cliff overlooking most of the forest, deploying Redwing to get an eye ahead, so as to avoid running into a dragon, or something. Sam unrolled a map he'd borrowed from Twilight's castle, trying to determine what would be the most optimal search route, while controlling the drone.

He puzzled over the map. Equestria was, thankfully, not massive, but there didn't seem to be a place that was super desolate or abandoned that the fauns could've hidden in. Not to mention that it would take a considerable amount of time to reach some of them, and even though Stark could call him up, being halfway across the country when something important happened was not attractive. The Frozen North, if it really was frozen, was partially taken up by the Crystal Empire, which was apparently just one city, and Celestia said that an alert for the fauns had been set up throughout the whole country. Also, Las Pegasus? Manehattan? It was like the entire country was built on bad horse puns.

Determining that searching the cities would be a bit of a dead end right now, Sam decided to see if the fauns left any traces in the forest. They could've counted on it to cover their escape, seeing as they weren't geniuses, especially Phobos.

Redwing's scans hadn't detected any living creatures that could impede his progress, so Sam recalled the drone, letting it settle nicely into his backpack. He prepared to take off again, until a familiar voice from behind cut him off.

"So that thing lives in your pack? How does that even work?! I mean, it's cool, but how?!"

Sam turned around, finding himself face to face with the pegasus who's mane held every color in the spectrum. Rainbow Dash floated a few feet off the ground, just enough so that she and Sam were at the same eye level.

"Oh, look, it's Miss Personality," Sam chuckled, "Don't you have something 'awesome' to do?"

Rainbow snorted. "Lotta tough talk coming from the guy without real wings."

"Yeah, well, humans don't grow wings," said Sam. He jumped off the edge of the cliff, activating his pack as he did. The familiar metal appendages jutted out from both sides, and Sam's fingers tightened around the handles. "See ya round, Skittles."

With those words, Sam rocketed away, low enough that he could see the trails in the Everfree Forest. He'd assumed, naturally, that his words were the end of the conversation. He was wrong.

"So humans had to invent fake wings?" piped up Rainbow Dash, flying alongside him, her wings nearly blurring out of vision in order to propel her fast enough, "That's actually pretty cool. Don't start getting into mechanics and crap, though. I get more than enough egghead talk from Twilight."

Sam rolled his eyes, slowing down a little so he could turn to face the pegasus. "Seriously, why are you following me?" he asked.

Rainbow shrugged. "I got bored. So what's up?"

"Well, I'm actually trying to be proactive, and find any traces of the fauns," Sam snarked, "If you've got nothing to contribute-"

"Oh, hoho!" the pegasus cut him off, "Me, not being useful? You're new around here, so I'll excuse you for not knowing about me, but I'm Rainbow Dash! The most radical pegasus in Equestria!"

Sam gave her a look. "Are you sure you're not distantly related to Stark through magic or something?" he asked.

Rainbow ignored him as she accelerated, her wings beating so fast they turned into blurs. She sped above the treetops of the Everfree, her head held high, and her mane flowing in the wind. Sam poured more power into his pack, trying to keep pace with the multicolored streak that went zooming across the forest. Rainbow kept swerving and swerving, and Sam nearly smashed into rocks several times. It was becoming impossible to look at the ground, due to his need to watch where he was going.

After an incident in which Rainbow nearly led him to crash into a tree, Sam had had enough.

"OKAY, YOU MADE YOUR POINT, CAN WE LAND, PLEASE?!" he roared, his words snatched away by the wind. Rainbow's ears managed to barely catch them, thankfully, and she led him to a small clearing on the edge of the forest.

Sam landed on his feet, nearly stumbling and falling flat on his face. "Look, prism hair, I need to do a thorough search, and your dumb-!"

"Oh, I already did it," said Rainbow proudly, "No signs of faun tracks, or anything. Well, there were some, but they lead from the Castle to Ponyville. So, no leads here, at least."

The stream of insults Sam had been about to unleash on the pegasus died in his throat. He stared at her, trying to figure out a response. "How...how could you possibly know that?! You were flying around in random directions like a maniac! You weren't even looking at the ground-"

"Actually, I was," said Rainbow, "I have to be aware of everything while I'm flying, even what's going on on the ground. And I did a complete sweep of the entire Forest." She smiled, folding her front legs in triumph.

Sam started to respond, before a thought occurred to him. He unrolled the map again, focusing on the Forest and tracing the path the two of them had taken from memory with a finger. To his surprise, they had indeed covered all of it, and it had taken a matter of minutes.

"What...how did you know where you were going?" he stammered, "You didn't even plan out a route..."

"Oh, that's easy," said Rainbow, "I pretty much have flight routes memorized. I just picked the most efficient one. You could've done it, if this wasn't you're second day in Equestria."

Sam merely stuffed the map away, before returning his gaze to Rainbow. A slow smile began to advance on his face, and he couldn't stop himself from laughing. But this was a laugh that carried a message that he was impressed, shocked even, by the pony before him.

"I think I may have misjudged you, Rainbow," he chuckled, "You ain't so bad after all."

Rainbow took a mock bow in midair. "Thank you, thank you, I'm here all week."

"So, you're a real flyer pony?" asked Sam, "I bet you'd be interested in some of my Air Force stories."

* * *

 **Equis, Canterlot**

Celestia breathed a content sigh as she looked over the castle's private garden. Her royal duties had been handled for the rest of the day, and all that was left to do was wait for an update concerning Phobos and Deimos. For the moment, all she desired was to relax in the quiet environment, Philomena chirping in the tress, surrounded by total serenity.

Which was interrupted by the golden column of light from the sky.

Celestia's pet phoenix squawked as she flew away from the impact site. The light endured for a couple of seconds, until it faded to reveal Thor, surrounded by grass burned with the signature marks signaling a Bifrost arrival. His expression was one of mild annoyance.

"Really?" Celestia deadpanned, "You couldn't aim somewhere else?"

Thor chuckled to himself. "Ah, Celestia, you know me too well."

"I take it from your face that Heimdall was less than successful?"

Thor sighed, clearly somewhat frustrated. "There's a powerful source of dark magic on this planet. It's capable of concealing Phobos and Deimos from Heimdall's eyes. There's no way for him to find them, or their master."

Celestia shrugged. "Should've known it wouldn't be that easy. Well, on the bright side, we do have a reliable informant. He will come up with a lead."

"I hope you're right," said the Asgardian.

He took a look around the garden, eventually directing his gaze to Canterlot Castle itself, something that hadn't been built in his previous visits to Equestria. "Much nicer than the one in the Everfree. What made you leave it?"

"Oh, you know," the solar alicorn responded, "Nightmare Moon, bad memories. Besides, the Everfree Forest got quite a bit more unpleasant over the years."

Thor sat down on the stone bench, Celestia joining him. Philomena, having gotten over her fright, settled down onto one of the branches across from them, staring at Thor for a while.

"So," said the Asgardian, "Reforming Discord."

"Believe it or not, it worked. Thanks to Fluttershy," responded Celestia. Thor gave her a look. "Okay, fine, it was rocky. He betrayed us to help Tirek. But it came back to bite him, and I believe, as does Twilight, that he's truly learned his lesson this time."

"Tirek escaped as well?!" exclaimed Thor, "What else happened in the last few years?!"

"Well," said Celestia, "The Crystal Empire returned, along with Sombra, though he's gone. The entire empire now calls Spike the Dragon a hero. My niece Cadence ascended to alicornhood and rules it along with her husband, Twilight's brother, though her wedding was interrupted by the Changelings, who tried to take over. They had a baby, who was born an alicorn. Oh, and we met a Changeling who's turned away from the hive, and lives in pony society. I think that just about covers it."

Thor almost fell out of his seat. "You...don't jest, do you?" he asked, "I thought I'd have so much more to tell you about when I got here, considering Loki, and the dark elves, and everything."

"It is quite a lot..." said Celestia, "I...I never told you, Thor, but I'm sorry about Frigga."

"Thank you," said the prince, a brief look of sadness flashing across his face, "But she went out bravely. She was as much of a warrior as any Asgardian, in the end."

"I'm not surprised," Celestia responded. She cast her gaze towards the mountains, where her precious sun hung in the sky, nearly blinding. "I hope that this mess gets resolved soon. For her sake."

Thor looked at the solar alicorn. "Who do you speak of?"

"Twilight."

"Your student? She seems perfectly capable to me. Especially considering all her achievements you've told me about."

"It's not that I doubt her," Celestia mumbled, staring at the ground, "But...she's so young. She shouldn't have to do this, not at her age."

"She doesn't seem to mind-"

"I know! Of course I know!" Celestia snapped, "She's never refused to do anything I ask of her!" She sighed, looking away from her friend. "I didn't even tell her everything about Nightmare Moon, and I made her work out everything herself. Not to mention that Nightmare Moon was my fault in the first place. I made her feel like the affair with the Crystal Empire was a test I would use to judge her. I turned her into a princess without even asking. I made her take on alicorn magic, forcing her to battle Tirek on her own. I...Twilight's barely an adult. Ponies don't deserve to spend their lives fighting for Equestria, risking everything." She turned back to Thor. "I've been a terrible teacher, and now she thinks she needs to solve this affair on her own."

Thor grabbed Celestia by the shoulders. "You know that's not true," he told her, his voice carrying to tone of a command, "I was there. Nightmare Moon wasn't your fault. I know for a fact Luna doesn't blame you for it."

Celestia looked down sadly. "But-"

"And if my interactions with Princess Twilight are anything to go by, you've done nothing to her," insisted Thor, "She's a compassionate and brave soul. She's happy with her life." His warm smile calmed Celestia a bit. "I was so proud of what you'd done when I saw her. You helped her."

"As for your mistakes," he continued, "We're imperfect. You've always had a problem accepting your own failures and flaws. I was the same. You and I both have taken the time to learn and improve."

Celestia smiled back at him, but her eyes were still sad. "I appreciate it, Thor. Still, I can't help but be concerned. This...this shouldn't be Twilight's life."

"What brought this on?" asked Thor, "Have you been feeling this apprehension for years, and you just never-"

"No, it's just in the past few months," responded Celestia, "I don't know what it is, I've been having some nightmares, I don't know..."

"Well," said Thor, "If you're so worried about her, you should speak with her about it. Deal with the problem."

"No!" exclaimed Celestia, jumping where she stood. Thor leaped back, startled.

The alicorn, coming to her senses, took a breath. "I mean, well, I've never been skilled at being emotionally...supportive. I'm sure you know what I mean."

"True," admitted Thor. He recalled Luna's pleas to her sister, begging her to help show ponies that night could be beautiful. The younger Celestia had brushed these thoughts away. "But that was a thousand years ago. I'm sure you've learned from _those_ mistakes."

"Possibly," said Celestia, "I'll...think about talking to her. But...maybe we should wait until-"

"Princess Celestia!" came a voice. Thor and the Princess spun around, coming face to face with a group of royal guards.

"Thorax has reported in! We have the whereabouts of Phobos and Deimos!"

* * *

 ***I'm sorry, I couldn't resist.**

 **Kind of a character development chapter. We'll get a little more actually happening next.**


	6. Chapter 6: Detective Changeling

Chapter 6: Detective Changeling

 **Equis, Castle of the Two Sisters**

With a quick wrench, Iron Man ripped the remaining mirror from its base, a few chunks of stone dropping to the floor as he did so. Twilight, Spike, and Starlight stared in awe at the strength of Tony's suit. Behind the metal mask, the billionaire chuckled to himself.

"You think that's impressive?" he said, "That's just kids' stuff."

"It's amazing..." breathed Twilight, her eyes widened to their maximum, "If I could harness that kind of technology..."

"Uh, Twilight?" interrupted Spike, waving his claw in front of her eyes, "You're doing that thing where you get distracted from what we're doing again."

Twilight shook her head out, blinking a couple of times to re-hydrate her eyes. "Thanks, Spike. I just get lost in my scientific endeavors, you know?"

Starlight Glimmer smiled, having become familiar with Twilight's mannerisms by this point. "Well, with alien life landing on Equis, you'll have no shortage of those, that's for sure."

Tony raised his mask. He hadn't joined in their lighthearted conversations, and even though he'd found Twilight to be tolerable, for lack of a better word, he wasn't having the best time of his life. "So, can we just bring this payload back to the castle?" he asked.

"Oh, yes, certainly," said Twilight, "I just wanna run a quick scan while we're still in this area, maybe get a feel for how these operate. I'll be able to compare it with some teleportation spell matrices I've recorded. It'll only take a minute," she quickly assured him, "I promise."

Tony gave an annoyed sigh, although nobody else heard it, but laid the mirror down in front of her without protest.

Twilight's magical aura took hold of the object, laying it gently onto its back. She popped open her saddle bags, grabbing a role of parchment, along with a quill and ink. Noticing the inventor's perplexed look at what she carried, she shrugged and replied, "Force of habit. Always be prepared when investigating magical anomalies."

Twilight closed her eyes, her mouth tensing as she focused. The familiar magenta glow gathered around her horn, light swirling up the deep grooves in the appendage. A ball of white energy appeared on the very tip, and Twilight pointed her horn at the mirror. The white sphere leapt off, diving into the glass, where it completely vanished, the glass rippling like water. A thin stream of magenta energy suddenly shot out of the mirror's center, connecting with Twilight's horn. However, the alicorn didn't budge from her spot, merely relaxing and nodding her head as she felt the information enter her brain. She levitated a quill, and began scribbling equations on the loose piece of parchment.

Tony stood off to the side at first, but a quick glance at Twilight's paper began to peak his interest. His helmet retracted itself into the back of the suit, and he knelt down on one knee, looking over Twilight's shoulder.

"Is that...the quantum tunneling effect?" he asked, surprised.

Twilight nodded. "You know about it? It's mostly theoretical at this point, but Starswirl the Bearded had some ideas he never got to test..."

"Right, because the ambient energy swirling around this planet would probably suffice..."

"But nopony's been able to find a suitable stabilizing agent, so without a unicorn to constantly maintain the flow of magic..."

"Then how did the portals to Earth stay open?"

"I'm guessing the crystals acted as a sort of midway point, with the initial teleportation spell inside them, and constantly funneling magic from the atmosphere to the portals..."

By this point, the inventor and the alicorn had completely lost themselves to the quantum physics discussion, and were trading knowledge back and forth. Tony seemed to grow more animated than any of the ponies had ever seen him, excitement filling his face. The only break from the conversation came when Tony checked to make sure Friday was recording everything for later study. Spike and Starlight could only watch, as the duo existed in a world of their own crazy science.

"So, uh, are you following any of this?" asked Spike, "I mean, your special talent is magic, so..."

"At first, yeah, but now I can barely keep up," responded the unicorn, "This is beyond advanced magic theory. And it seems like it has a lot in common with Earth science!"

"I know, right? I almost expect a twitchy tail, before somepony passes out from nerd shock!" said a new voice.

Spike and Starlight nodded. Nobody moved for about ten seconds, before the dragon and the unicorn whipped around to the source. Pinkie Pie sat on her haunches, observing Tony and Twilight, as though she'd always been there.

"Pinkie!" gasped Starlight, nearly pitching backwards, "Don't scare me like that!"

"Okey-dokey-lokey! How can I scare you? Can I make a life-sized Nightmare Moon cake for your next birthday?" asked the earth pony.

Tony and Twilight looked up, having been cut off by the noise.

"Pinkie?" said Twilight, "What're you doing here?"

"And how'd you get out here so fast?" demanded Tony, "We've been gone for like, three minutes, and we flew here! How'd you even know we were here?!"

"Well," said Pinkie, addressing Twilight, "I was baking down at Sugar Cube Corner, and Steve and Applejack were there, and I was trying to get Steve to eat more pie, and all of a sudden, I started getting itchy flank," she scratched her Cutie Mark with one hoof, "Then shaky legs," her forelegs wobbled, "And then my mane got all frizzy!" Pinkie's bubblegum mane started snapping straight, as though electrified. Though, in Pinkie's case, all the hairs pointed in different directions. "And that's a new Pinkie Sense! I realized it means 'Princess Celestia has big news for the Avengers!' So I ran out here to tell you guys about it and we could get back to the castle!"

"Oh," said Twilight, flatly. Starlight and Spike blinked a couple of times, before sighing and nodding.

Tony just stared at the party pony, his jaw hitting the collar of his armor as he stared at her.

"What..." he started, seemingly unable to find any more words. His confusion was compounded by the others, who had no reaction to Pinkie's antics.

Twilight shrugged. "Believe it or not, Pinkie's usually right about these things. I learned to just go with it a long time ago."

"But-I...how..." sputtered Tony, "How could she possibly-"

The human's words were cut off by a whooshing sound, coming from Spike as he suddenly took in a lot of air. The dragon's cheeks swelled up, before he released a large burp, sending out a stream of green fire and smoke. Spike's exhalants suddenly coalesced into a scroll. Twilight's magical aura immediately picked it up and unrolled it.

"Yep, she's right," said the alicorn, "Princess Celestia says she has a lead on Phobos and Deimos."

Tony just stood there, looking for words, before deciding that it was a good time to throw in the towel. He re-equipped his helmet.

"Rogers? Wilson?" he asked, patching into their radio channel.

"Sam here. Don't know if Steve has his com. What is it?"

"You'd better get back to the castle, now. We may finally have something to do."

* * *

 **Equis, Ponyville**

"An' that there is the Ponyville Spa!" said Applejack, pointing to the small building with her hoof, "Ah'm pretty sure Rarity doesn't go a week without splurgin' at that place!"

The farm pony was currently giving Steve a brief tour of the town. Sam and Pinkie had left, as Sam was more equipped to scout for Phobos and Deimos, while Pinkie had exclaimed that her "Pinkie Sense" was kicking up again for something and rushed off. Steve had opened his mouth to get some more details, but Applejack convinced him to drop the subject. Probably for the better, anyway.

Looking around, Steve noticed that most of the ponies weren't staring in shock at the alien being (himself) in their wake. Rather, they went about their daily business, shopping and holding conversations with each other. Sure, there was the occasional watcher, but the town, for the most part, seemed to either be unaware of his existence, or didn't find it interesting enough to care.

"So," he began, "Are unusual things the norm for this town?"

Applejack had followed his gaze, and chuckled to herself. "Ponyville is a tiny place, but believe me, we've seen a lotta action. Ah guess that comes from hosting the Princess of Friendship, and the Elements of Harmony."

Steve nodded. If he were honest, not being stared at was a nice change of pace for him. Being an American legend, coming back from the dead after seventy years, not to mention the fiasco of New York, made it quite difficult for Steve to walk down the street without attracting paparazzi.

"Speakin' a Rarity, here's her Carousel Boutique Store," said Applejack, indicating the circular building. Steve thought he could've guessed that was the home of the posh unicorn he'd met last night. Everything about it just screamed Rarity; the glimmering decor, the elegant, flowing designs, she'd fit right in.

Applejack walked up to the door. "Hey, Rares? Didn't ya say there was-"

She didn't get to finish that sentence, as a blue magic glow enveloped the door. The wooden portal swung open, clocking Applejack on the side of head and knocking her into the bushes. Rarity stood in the newly open doorway, holding a letter with her magic grip.

"Oh, Captain Rogers!" exclaimed the unicorn, "Excellent timing! I was going to show you a few new designs I had for your uniform, when I got this letter from Twilight-what's so funny?"

Steve was nearly doubled over with laughter, his face turning red from the lack of oxygen. He couldn't get enough air to form a response, instead pointing a finger to the bushes. Rarity followed his gaze, finding Applejack's orange legs sticking out, completely limp.

"Oh, my dear!" she gasped again, levitating Applejack out with her magic, "Applejack, I'm sorry, but, you simply must not stand in front of doors like that! You're liable to get clobbered!"

"Yeah, well, unlike Pinkie, mah ears don't flop, mah eyes don't flutter, an' mah knees don't twitch," Applejack deadpanned.

"Anyway," continued Rarity, unceremoniously dropping Applejack back to the ground, "Spike sent me this letter from Twilight." She displayed the scroll. "According to her, Princess Celestia has news of Phobos and Deimos. Captain Rogers, you, along with us Elements, need to return to the castle immediately!"

Steve had stopped laughing by this point. "Already?" he asked, "Well, that didn't take long!"

* * *

 **Twilight's Castle**

Applejack's statement to Steve was true. Ponyville was generally considered a hotspot for chaotic and insane occurrences, remarkably few of which were owed to Discord frequenting the town. So for the ponies of the town, seeing creatures who were a species entirely unknown to them, and aliens to boot, wasn't that big of a deal. The Foal-Free press ran a story about it, but mostly, everypony just carried on with their daily lives.

Of course, there were exceptions.

"I'm sorry, but this is important business," insisted Fluttershy, standing on the steps to the castle. Celestia, Luna, Thor, Sam, Rainbow, Tony, Twilight, Starlight, and Spike had already gone inside. Steve's group was on their way. "If it wouldn't be too much trouble for you to wait..."

"Ah, c'mon!" whined Scootaloo, the other Crusaders mimicking her vocalizations, "The Avengers are so cool! We just wanna thank them for saving our lives yesterday! They deserve that."

"Yeah!" chimed in Applebloom, "An' maybe we can help them find the purpose a their Cutie Marks."

"Cutie Mark Crusader Avengers!" sang Sweetie Bell.

"Uh, I don't think humans even have Cutie Marks," said Fluttershy.

"Really?!" exclaimed Lyra, trying to push her way into the castle, Bon-Bon restraining her, "That's amazing! How do they know what their talent is, then? Can they cast magic through their hands? If Thor's not a human, what species is he? What-"

"Lyra," Bon-Bon protested, grunting from the strain of holding the unicorn, "Shouldn't you let them have their space?"

"But there's so much we could learn from them! I wanna see how they play harps with fingers!"

"I'm sorry, but no," said Fluttershy, putting her hoof down (both literally and figuratively), "The Avengers have important things to do for the safety of Equestria, and we have to help them. There's no time right now for your questions. You'll just have to wait."

"Aaaawwww..." sighed the Crusaders, but they raised no further objections. Lyra did the same, slumping in her friend's forelegs.

Just then, the door to the castle opened, revealing Princess Celestia.

"Fluttershy?" asked the alicorn, "Is Captain Rogers-"

"We're here, we're here," said Steve, coming up the path, Rarity and Applejack by his sides. Lyra and the crusaders all squealed at the sight.

"Now, now, Sweetie Bell," said Rarity, "You'll have time to meet the Avengers later."

"You, too, Applebloom," said Applejack.

The crusaders nodded, and Steve gave them a polite smile and wave before they headed off.

Lyra, while not making anymore efforts to reach Steve, absolutely refused to take her eyes off the human, as if trying to commit every detail of his body to memory.

Steve gave her a perplexed look. "Uh, can I help you?" he asked. Lyra didn't respond, the words caught in her throat.

"Lyra..." started Bon-Bon, gripping her friends' shoulder. Lyra blinked, realizing what she was doing, and sighed.

"Fine..." groaned the unicorn, turning and walking away, "But I'm coming back!"

Bon-Bon turned back to the others. "Sorry about that," she apologized, "She's just...interested in you, Captain. No offense, I promise."

"None taken," Steve replied, genuinely.

"No apologies necessary," said Celestia, then she whispered, using a subtle spell to send the sound of her voice to Bon-Bon's ears alone, "Agent Sweetie Drops." Celestia gave a quick wink.

Bon-Bon flushed red for a second, before realizing the princess was just messing with her. Typical Celestia. She gave a wink of her own, before rushing off after Lyra.

"Now, everyone, if you would?"

The princess stepped back inside the castle, Steve, Applejack, Rarity, and Fluttershy following.

* * *

Steve, Applejack, and Rarity proceeded to the throne room, following directly behind Celestia. The remaining Elements and Avengers had gathered, along with Luna, Spike, and Starlight. Tony and Twilight were seated off to the side, discussing the physics of portals crossing space, as well as the specifics of Tony's armor. Twilight had a quill, and was busy making some sketches of the suit, which was propped up in the corner. Sam was telling Rainbow about his days in the air force, and Rainbow made him promise to show her a jet at some point. Thor was having a conversation with Luna about Asgard, while the others remained scattered throughout the chamber.

Thor, hearing the footsteps, turned, greeting Celestia and the others warmly. The white alicorn acknowledged all those present, before moving to the back of the room, Luna and Thor coming to stand beside her.

"Thank you all for coming on such short notice," she announced, "Now, as I said, we have discovered Phobos and Deimos' location."

"Heimdall's vision of them is being blocked by powerful magic," said Thor, "But we found another method."

Luna beckoned to someone standing in the corner. The pony-shaped figure stepped into the light, clearly apprehensive, but seemed to calm down when Luna placed a hoof around the shoulders.

The Avengers stared at the odd, insectoid creature standing before them. He smiled nervously, and waved his front leg at Spike, across the room.

"Hi, Thorax!" said the dragon.

"Good to see you," said Twilight, walking over to shake hooves with the Changeling. Starlight followed.

The other Elements approached cautiously. They'd heard about Thorax, of course, but hadn't had the chance to meet him yet. Their previous encounters with Changelings had been unpleasant, to put it lightly. Deciding to take the initiative, Fluttershy stepped forward first.

"Hi, I'm Fluttershy," she greeted, holding out her hoof.

"Uh, hello..." said Thorax, returning the gesture, trying not to shy away.

Applejack, Rarity, and Rainbow watched Thorax with interest. So far, all the Changelings they'd met had been little more than aggressive soldiers, living to serve Chrysalis' will. Thorax, on the other hand, seemed genuinely scared of them. He was almost like Fluttershy had been for so long. The three gave each other a quick glance, an affirmation that Thorax wasn't the same as the monsters they'd fought. They all gave him the same polite greeting.

Of course, somepony else hadn't had any doubts.

Pinkie grabbed Thorax by the leg, and rang it. "Hi, Thorax!" she belted out, "I'm Pinkie Pie, and I know you don't live in Ponyville, but I'll throw you a new friend party anyway!"

Thorax seemed to visibly relax. A green flash surrounded his body, and when is faded, Thorax was replaced by another Pinkie Pie.

"That'd be super-duper terrific!" exclaimed the new Pinkie. The real Pinkie, along with the rest of the ponies, gave a hearty laugh, and even the Avengers chuckled a little.

Thorax shifted back into his true form, and Celestia addressed the Avengers.

"This is Thorax, a Changeling who has decided to live among ponies."

"Uh, hi," said Sam. The other responded the same way. Thorax nodded at the Avengers.

Celestia continued, "Using his shape-shifting abilities, Thorax has gathered information on Phobos and Deimos."

"Any idea on who they might be working for?" asked Steve.

Thorax shook his head. "Sorry, no."

A small popping sound filled the air. All in the throne room turned to the corner, where Discord had materialized, with a box of what looked like uncooked popcorn in one hand.

"Afternoon, do-gooders!" he sang. He popped a couple of kernels into his mouth, his mismatched teeth crushing them into paste. At the sight of the draconequus, Thor gripped his hammer noticeably tighter, but didn't move to attack like last night.

"Discord..." Fluttershy started, sounding mildly aggravated.

Discord gave his best innocent smile, which was still not very convincing.

"Don't worry, Fluttershy! I promise, I am on my best behavior today! I'm here to observe today's proceedings, and nothing more, out of my own curiosity."

"As long as you don't make it start raining cherry pies again," said Spike.

"Ugh! How undignified! To be completely encased in such messy delicacies! It's nearly impossible to get the grime out of my mane!" Rarity hammed.

"ANYWAY," Luna interrupted, bringing a bit of the Royal Canterlot Voice out, "If we could move back to the matter at hand/hoof." She gestured to Thorax. "Go on. Tell them exactly what you told us."

"Um, okay," replied the Changeling, "Well..."

* * *

 **Equis, Canterlot, Earlier that Morning**

Canterlot, being the capital city of Equstria, and the home of the two royal sisters, was naturally considered by the majority to be an upstanding, city on a hill type of location. And for the most part, this assumption was correct. Canterlot was home to more elite, high-class ponies than any other city, and it certainly lived up to its posh reputation. It was no wonder Rarity fit in so well in the town.

Of course, like all bright, sophisticated cities, Canterlot had its own seedy underbelly.

The more dangerous neighborhoods, where white walls that constantly looked freshly painted gave way to brick in a variety of darker, more solemn colors, such as brown and grey, were home to Canterlot's criminal element. Less than savory ponies flocked to dark clubs dotted throughout the area, along with the local bars. Ponies would often trade or sell stolen property, or search for comrades willing to participate in some sort of criminal activity. The authorities kept an eye out, of course, but the criminals had learned to cover up anything illegal before they arrived. There was the occasional arrest, but not much else.

It was to this area that Thorax made his way, having whipped up a disguise of a gruff, muscular brown earth pony, complete with a blond mane, and a fertilizer Cutie Mark. He was unlikely to be noticed, and in a place like this, there weren't huge pockets of love that could trigger an unintentional reaction. That didn't stop the Changeling from being fearful, but he pushed on by reminding himself to do his duty to his new friends, especially Spike.

Thorax, putting on an appearance of toughness, strolled into the the largest bar in city, the unfortunately named Tipsy Hoof. Pushing through the plain wooden door, Thorax was greeted by a large, wide-open barroom, packed with ponies. Groups were huddled around tables, discussing what may or may not have been illegal business ventures. Other ponies gathered on the counter, drinking away their troubles, or just drinking. Thorax moved up to the counter.

"Whatcha havin'?" growled the pegasus bartender.

"Just a beer," answered the Changeling, dumping a couple of bits on the wood.

He received his large, foamy glass, taking it in hoof. Turning to the crowded barroom before him, trying to determine which group of ponies to eavesdrop on. Thorax knew sufficient magic for a hearing alteration spell, and nopony would realize he was doing it in earth pony form, so proximity wasn't a factor. He eventually made his way to an unoccupied table in the middle, setting his glass down, making sure to take a sip every now and then so as to appear inconspicuous.

Calling upon his magic, Thorax cast a quick spell onto his ears, powering up that particular sense. Now, the Changeling was capable of focusing his hearing on any conversation occurring in the room, and every word sounded as though he were directly adjacent to the speaker. Satisfied, he began to sift through the sounds.

"Yeah, Blueblood's amped up his security, but I still think it could be worth the effort..."

"Have ya heard? Celestia might have a treasure trove outside of the castle..."

"...know anypony in the market for dragon scale armor? Of course, I'm charging quite a price..."

"I'm telling ya. Aliens. In Ponyville. 'Nuff said!"

"So, yer sayin' you work for those faun weirdos?"

Thorax snapped to attention. Fauns. Bipedal goat creatures. Phobos and Deimos. This was the break he'd been waiting for.

Thorax's eyes did a quick scan of the room, trying to see as much as possible without turning his head, and thus drawing attention to himself. He looked at the lips of all the speaking ponies, trying to sync the movements with the voice he was hearing. His gaze finally settled on a trio of ponies gathered in the corner, huddled down, with their heads down. Two were pegasi, one green with a red mane, and the other a deep shade of indigo with no mane, but a white tail, both with construction related Cutie Marks. The speaker, and the one who seemed to be directing the conversation, was a thin, navy blue unicorn, with a ivory white mane. His Cutie Mark resembled a nebula. His eyes were a dark red, not uncommon in Equestria, but even from this distance, and the look he got at the pony, the eyes sent a chill down Thorax's spine. He turned away from them, praying that they hadn't caught him looking.

"Yes," continued the unicorn, "Phobos and Deimos are in the market for quite a lot of labor. Name your own price policy. There's even a deposit." The unicorn levitated a metal box from a burlap sack, settling it down onto the table without making a sound, and popping it open. Thorax didn't seen, but he heard a metal clink that sounded distinctly of bits. "You'd be working far away from Celestia's prying eyes, in the abandoned shrine of the Equestrian Badlands. Can I interest either of you two?"

The pegasi hesitated, making no movement to take the box of currency.

"I...dunno, buddy," said the indigo, "Phobos and Deimos are the most wanted in Equestria at the moment, considering they escaped from Tartarus."

"Yeah, not to mention, word on the street is that those aliens hangin' out in Ponyville have a bone to pick with them," chimed in his friend.

"Are you certain?" asked the unicorn again, "You'd be protected. Phobos and Deimos have quite the army backing them. You're turning your back on the chance of a lifetime..."

"Sorry, pal," said the green pegasus, as both got to their feet, "It's just too hot right now." The duo strolled out of the Tipsy Hoof, searching for some less illegal work.

The unicorn sighed to himself, closing his box, tossing it into his sack once more. Thorax had already turned his ears away from the conversation. He had what he needed. He finished his beer at a normal pace, then set off, hurrying to Princess Celestia.

* * *

 **Several Minutes Later**

The blue unicorn casually strolled down the back alleys of Canterlot. In contrast to Thorax's last impression of him, the unicorn wore a satisfied grin, clearly delighted with the current state of affairs. He couldn't keep himself from chuckling as he opened his bag once more.

Tossing aside the box of bits, the unicorn ignited his horn, creating a deep black, magical glow. Black mist began to rise from his body, causing his pony form to dissipate. The mist advanced up his body, until the form of the unicorn was gone, and in his place stood a tall, dark blue ram, with white wisps of hair, and a bell hanging around his neck. Grogar's curved horns lit up, levitating a small, circular glass disk from his bag. His magic focused on the disk, creating the image of a swirling vortex on the reflective surface. When the image faded, Grogar was greeted with a familiar set of eyes.

"It is done, master," announced the ram, "They've taken the bait."


	7. Chapter 7:Getting the Band Back Together

Chapter 7: Getting the Band Back Together

 **Equis, Ponyville**

"So," said Thorax, to the assembled audience, "That's it."

The collective response was silence. Everypony (and the Avengers) were busy processing the facts that they'd just learned. The only one not lost in thought was Discord, who was currently eating what looked like dirty socks.

"So they have an army," said Tony, breaking the silence, "But an army of what?"

"They wouldn't be able to recruit enough ponies to constitute an army," said Luna, "At least, not without us noticing."

"Whatever it is," Sam started, "Are the four of us enough to fight an army?"

"We're here too," Twilight chimed in, "Though, against an army, even all of us..."

Twilight failed to notice Celestia's glance towards her. A glance filled with fear and love.

"Well," said Steve, speaking far more tentatively than normal, "We could go back to Earth..."

"And bring the others here," Tony finished his thought. Then, his brain caught up to the topic at hand, realizing the implications.

"Rogers..."

"Come on, Stark," Steve protested, "We're supposed to be a team."

"Yeah, you'd know all about being a team player, wouldn't you?" Tony snapped.

"What's that supposed to mean?" Steve shot back, rage beginning to rise into his voice.

"Like you wouldn't know," Tony retorted, getting angry as well.

Steve gripped his shield noticeably harder, while Tony's eyes glanced towards his armor in the corner. Everypony in the room looked between the two, the tension rising rapidly. Thankfully, before a punch could be thrown, Sam clapped a hand onto Steve's shoulder, and Thor grabbed Tony by his bicep.

"Cease this pointless argument," ordered the Thunder God.

"He's right, guys," said Sam, "We set ground rules, remember?"

The captain and the billionaire relaxed a bit at Sam's cryptic statement. The ponies were rather puzzled by the entire conversation. From what they'd been told, the other Avengers were colleagues, and likely friends. The idea of bringing them to Equestria should've been just a unanimous decision, though perhaps with a slight bit of apprehension concerning their safety. That was how heroes worked.

But Tony had been immediately seized with anger at the suggestion. The insults he and Steve had traded were personal, tailored for the other man. But none of the ponies had any clue what they were about. Luna watched the Avengers intently, studying their body language, Celestia doing the same. They'd shifted from alert, focused on the mission at hand (or hoof), to infuriated, ready to attack each other. Fluttershy had backed into a corner, her respiration rate increased, joined by Pinkie, whose smile had faded quite a bit. Rarity, Spike, Starlight, and Thorax all gulped nervously, trying to decide whether or not interference was a good idea.

Applejack believed she had it the worst out of the spectators. She slightly regretted convincing Steve to tell her the truth, because she was the only one with a rough idea of what this was about. While he'd seemed more sorrowful and filled with regret in their conversation, it appeared that Tony directly confronting him with the issue brought out his anger and frustration. Twilight didn't know the details, but she'd bonded with Tony a bit, and her eyes saw the way his shifted, from looking at Rogers with what looked like forced indifference to what could be called hate.

"Mr. Stark, what's wrong-" she tentatively began, stepping forward.

"Nothing," Tony harshly cut her off, barely even looking at Twilight. The Princess of Friendship almost jumped back, and she thought she heard Fluttershy squeak in the corner.

Applejack didn't speak, honoring her promise to Steve. She tried to catch his eye, hoping to communicate her emotional support through a glance. The Captain made eye contact with her for about a second, but glanced away quickly. Applejack sighed internally, hoping he'd have the will to come to her if he needed help.

"Anyway, are you guys gonna be bringin' more cool heroes to Equestria?!" asked Rainbow. She'd brought back her usual enthusiasm in an attempt to push the tension out the window. It didn't escape notice that she'd raised her voice an octave or two, but no comments were made.

"Yes," said Thor, speaking before Tony or Steve could, "I agree, that should be our immediate course of action. We have no knowledge of the size of this army."

"With the Bifrost, we can make a couple of quick trips," said Sam.

"Sounds fine," Steve grunted.

"Oh! Oh wait!" exclaimed Twilight, rushing over to Tony again, "Mr. Stark! I know this is important, but can I please come with you? I want to see your planet, and I was hoping you had some of the design specs for the Iron Man suits, because its so incredible and there's so much knowledge, and pleeeeeaaase?!"

Tony's bad mood was dissipated a bit by the alicorn's pleading. For an appointed princess, Twilight could bring out quite a bit of inner fangirl. He playfully ruffled her mane, earning a gasp of shock from Rarity.

"Okay, okay, just hold your horses," responded the inventor, ignoring the groans at the pun, "I guess that it couldn't hurt for you to come along for the ride. Besides, maybe we can discuss that thing we talked about."

Twilight beamed happily.

"Can I come with you?" Rainbow asked Sam and Steve, "Just kinda curious as to how different the skies are on Earth."

"It's okay with me," Sam replied.

"I'm fine with it," said Steve. He turned to Applejack. "You have any interest?"

"Meh, sure," said the farm pony, "When else am Ah gonna get a chance to see another planet?"

"Maybe we can make a trip when this is over," said Starlight.

"I...I don't know," squeaked Fluttershy, "The idea of an entirely different world sounds kind of...upsetting."

"I've gotta find a way to plan a super-duper epic cross-species party!" chimed in Pinkie.

"I'd rather I had more time to make myself more presentable before going off to another world, darlings," said Rarity, "I agree with Starlight. Perhaps later."

Thor picked up Mjölnir. "Then let us begin," he announced.

* * *

 **Earth, Avengers Compound**

Tony had been gone for an entire day with no communication. Not unprecedented, of course, but since he'd left via the strange vortex in the air, it was cause for concern. Vision, Rhodey, and Hill (Fury was off, doing whatever Nick Fury does) were basically left holding an empty bag, and had absolutely no idea where to look for him. The only thing they'd really accomplished was convincing Ross that Tony had taken a leave of absence, so as to not have the Secretary come down on their heads.

"Any luck?" Rhodey asked, hobbling up to the computer console on his cane.

"Negative," replied Hill, "Satellites still can't get any kind of signal on Stark's armor."

"I think we can rule out him being anywhere on Earth by this point," chimed in Vision.

"Well, then contact Thor, or something!" demanded Rhodey, "We can't just keep sittin' around, spinning our wheels, and crap!"

"I tried," the android answered, keeping his typical calm tone completely intact, "He hasn't answered, neither has Heimdall. All I can come up with is to keep-"

BOOM!

He never got to finish that sentence, as a massive burst of noise reverberated throughout the compound. Snapping their heads around to face the window, the three beheld the familiar golden column of light that came with the activation of the Bifrost, slamming right into the front lawn.

Thor.

With the same thought coursing through their heads, Hill and Vision leaped up to make their way to the front entrance, Vision grabbing Rhodey so he wouldn't have to strain himself. The android and the two humans rushed to the lobby, shoving open the glass doors, and coming to the sight of the Bifrost.

They froze.

Tony was standing there, fully suited up in the Mark XLVII suit, though the helmet had retracted. He smiled warmly, waving at the trio. What caught everyone's attention, of course, was the small, lavender horse that stood next to him.

"Hey, guys," announced the billionaire, "This place fall apart without me yet? Figuratively, of course."

"Um, hello," said the pony, "I'm Twilight Sparkle."

"It...talks," said Hill, completely flabbergasted.

"Tony..." Rhodey started, "What's happening right now?"

Twilight shied back a bit at the humans' response, but she reminded herself that her kind wasn't exactly an everyday sight on Earth.

"Well, that was a better first impression than I expected," Tony joked.

* * *

One long explanation later, the team gathered in the compound living room, seated in the area where the Avengers had once debated the Sokovia Accords. Tony had shed the Iron Man suit, parking it over in the corner. Twilight busied herself by examining things, jotting down a couple of notes as she did so.

"It's definitely similar to the technology in Canterlot High," she observed, "But this looks far more advanced!"

She'd made her way over to Tony's main computer. She reached for the mousepad, before looking down at her hoof, realizing she didn't have her human fingers anymore. Instead, she ignited her horn, magically gliding the cursor across the screen and pressing the keys telekinetically.

"Mr. Stark? Can I see some of the files you have on the Iron Man suits? Please?" she turned to Tony, turning on the begging eyes she'd learned from Pinkie and Fluttershy.

"For the last time, Sparkle, call me Tony," insisted the inventor. He made a few quick keystrokes, before stepping back to let Twilight browse to her heart's content.

Laying back on the couch, Tony snorted with laughter.

"She is a gem," he chuckled, "I wonder if it'd be unethical to buy one. Maybe for a mascot." Twilight, thankfully, was too engrossed to hear.

"So, let me get this straight," Rhodey interrupted, "Across the universe, there's an entire planet populated by intelligent, magic ponies, she's the 'Princess of Friendship,' and you, Rogers, Thor, and Wilson have been crashing there for the past twenty-four hours?"

"Well, it sounds way more ridiculous when you put it that way, but yes. We've been keeping the whole Accords thing under wraps, so they don't distrust us."

"More to the point," said Hill, "That's where your Arc Reactor went, along with a handful of vibranium?"

"Pretty much, yeah," said Tony, "We don't know who that Deimos freak is working for, but he's got a brother, and they've apparently got an army on their side."

"Which is why you need the rest of the Avengers," said Vision. Everyone who was listening took note of his tone of voice, which sounded almost afraid.

Tony sighed. "Look, I don't like it either," he admitted, "Rogers is bringing Romanoff and his... _friend_ to the party, and possibly even that shrinking weirdo. But we're not just going to dump these ponies with a problem that's partially ours. So grow a pair and get used to the idea of seeing your girlfriend, Jarvis."

Vision shot a loaded glance at Tony, so quick that one who blinked at the wrong time might've missed it. Usually, his negative emotions never went beyond mildly annoyed, such as when Tony kept calling him Jarvis. This time, his eyes were angry, but underneath the anger there was merely hurt, fear, and the emotion that had started to rise up in Vision whenever he'd looked at Wanda. But Tony, if he noticed, made no reaction, and Vision merely turned away.

"Are you planning to explain this to Ross?" asked Hill, more out of curiosity than anything.

"Nope," responded Tony, "We're not going against the Accords, since they don't apply on other planets. We get our crap back, send whoever it is packing, and be back before he notices anything. And you or Rhodey will be here to answer the phone and put him on hold while we're gone."

"Wait, wait, wait," Rhodey cut him off, "When did we agree on me staying behind for this?"

Tony turned to him. He was still smiling, but it was a nervous smile, as though he was unsure whether or not to actually put it on his face.

"Yeah, very funny, Rhodey," he responded. When his friend didn't laugh in turn, Tony's expression dropped. "You're kidding, right?"

"Uh, no?" responded the former colonel, "I'm still an Avenger, remember?"

"Rhodey, you can barely walk. Even with those braces, you're not gonna be pulling any War Machine stunts."

"I've gotten way better than I was, and the suit will cover most of the problems with my legs. I'm not staying out of this one."

"Yes, you are. I'm not gonna let you throw your hide into the fire!"

"Oh, but you'll dive right in, no question?!"

"You don't even have a functioning suit anymore-!"

"Um, guys?"

Tony and Rhodey turned to Hill, who merely pointed back at Tony's computer desk. The men directed their gazes over, where Twilight had turned to face them. Her face bore an expression of shock, mixed in with a little of what looked like fear.

"Er...do you want me to leave the room? I can see this is kinda private..." she managed to get out.

"Uh, thanks, but I think we'll leave," Tony replied, "You...you have fun with this stuff."

The billionaire got to his feet, Rhodey refusing his help. The two made their way to the door, Rhodey hobbling along with his cane, and exited. The remaining three were left with a bit of an uncomfortable silence.

"So," Twilight broke it with, "You two are members of the Avengers as well?"

"Not me," said Maria, "I technically work for Stark, but I've been dragged along for the ride quite a bit. Not much of a step down, after working for the world's largest peacekeeping organization."

"Really?" asked Twilight.

"It was called S.H.I.E.L.D. Ask Captain Rogers to tell you about it sometime."

"That sounds fascinating," said the alicorn. She turned to the Vision. "What about you? You don't seem human, and I can sense quite a bit of powerful magic coming from that stone." She pointed to the yellow gem set into Vision's forehead.

"Yes, er," the android responded, "To be honest, we don't know that much about the Mind Stone. I, on the other hand, am an android, created from vibranium and artificial tissue."

"Android?!" exclaimed Twilight, "And your body's made up from that metal?! That's incredible! How did they make you? Where did your intelligence come from? What exactly-"

* * *

Tony and Rhodey walked quietly into Rhodey's room, closing the door behind them. From what they could hear in the living room, Twilight seemed more than occupied talking to Vision and Hill.

"Tony..." Rhodey spoke first, clearly frustrated.

"Rhodey, please," Tony protested, "I'm already having enough problems on this case, working with Rogers among them. Please don't pile more onto it."

"This isn't about you," snapped Rhodey, "It's about me trying to do my part. I'm an Avenger. What exempts me from that?"

"You did your part," replied Tony, "And you paid for it with your legs. Not to mention, that was just the result of Vision misfiring. What happens when you're disabled, and go up against guys who legitimately want to kill you? Besides, like I said, you don't have a suit."

"You can't just whip one up in, like, a couple of hours?" complained Rhodey.

"Even if you did..." Tony sighed, placing his hands on Rhodey's shoulders, "You're one of the few things I've got left, buddy. I lost Pepper, most of the team...please don't die on me too. Even if you came with us as a 'non-combatant'...you're not like Bruce. You wouldn't be able to keep yourself from getting involved."

Rhodey took special notice of this. Tony wasn't a person who was frequently emotionally vulnerable. At this moment, however, looking at his best friend's eyes, he could clearly see that Tony was terrified. The sly, brilliant, fast-talking genius was buried under anxiety and fear, and all that was left was just trying to keep his world in one piece. Rhodey couldn't bring himself to argue further.

"...Alright, I'll stay out of this one, but I'm not making any promises for later," he answered, hugging his friend, "And I wanna meet the rest of the ponies at some point."

Tony smiled slightly.

"We are working on something that'll make it easier for us to travel between these planets," he responded, "It'll take a while, but hopefully we'll wrap up this fiasco in a couple days."

The two returned to the living room, where Twilight continued to bombard Vision with questions related to his creation, Vision doing his best to answer, and Hill sitting off to the side, laughing.

"Alright, Sparkle-Shine," said Tony, picking up a briefcase, "Got some stuff to grab, then we have one more stop to make before we take Vision back to Ponyland."

"Really?" asked Twilight, "What do we need that's not here?"

"Well," said Tony, "Like I said, I'm not a physicist. If we really want to get that project working, we'll need some help."

The two were cut off by a Tony's phone, blaring ACDC's Back in Black (Tony's favorite song). The billionaire picked up the device, only to see that the caller I.D. read "Spider Kid."

"Who's on the, er, phone?" asked Twilight.

"Nobody important," muttered Tony, and he cut off the call.

* * *

 **Earth, Wakanda**

The bolt of golden light from the skies had been visible from across the entire countryside. T'Challa, initially suspecting some kind of unnatural arial attack, had rushed to the phone, preparing to order an evacuation and a mobilization of Wakandan soldiers. Thankfully, Wanda had reached him in time, informing him of the Bifrost. The two Avengers, as well as Bucky, breathed a sigh of relief, hoping Thor would have some idea as to Steve and Sam's current location.

What came as a surprise, of course, was what awaited them at the sight of the Bifrost beam. Steve and Sam, alive and well, but not alone. Instead, they were joined by two small horses, one of which had a cowboy hat, and one a pegasus. Bucky, Wanda, and T'Challa could do little but stare, while Steve and Sam held in their amusement.

Bucky was the one who finally broke the silence. "What...are...those?" he stammered out.

That was the breaking point, as Steve and Sam howled with laughter. Applejack and Rainbow, meanwhile, took to examining their surroundings, Rainbow bringing herself a few feet off the ground, while Applejack pawed at the earth with her front hooves.

"Soil here's not the same as Equestria," she noted, "Definitely fertile, though. Maybe even more fertile."

"Not a ton of cloud cover today," said Rainbow, floating up a bit and scanning the air, "Who decides the weather on this planet?"

"They can talk?!"exclaimed Wanda.

"Oh, sorry," said Applejack, "Didn't mean to ignore ya, partners. Jus' a new experience for us. Howdy, Ah'm Applejack."

"Yeah," agreed Rainbow, "I'm sure planet Earth's pretty awesome. Rainbow Dash." She extended a hoof.

Sam finally managed to make himself stop laughing. "We should probably explain what the hell's going on," he said.

* * *

A few minutes later, the five humans and two ponies were gathered inside a meeting room, set around a table. Steve and Sam had finished relaying the events of the last day, with Applejack and Rainbow chipping in. They'd managed to subtly convey the fact that the ponies knew nothing of the Accords, and thankfully, the others had picked up, though Applejack had to signal Rainbow to stop her line of questioning once or twice.

At the end, Wanda and Bucky just stared, their mouths open, as though their brains were actively fighting the ridiculous knowledge they'd just gained. T'Challa, on the other hand, was reclining quietly in his chair, his hands crossed in his lap.

"...you're not making this up," Bucky finally said.

"I said the same thing when Thor told us about the place," said Sam, "And no, we're not."

"And that Phobos creature," said T'Challa, "The one served by him and his brother has an army at their command?"

"Exactly," said Steve. He turned to Wanda and Bucky. "I know it's a lot to ask, but we really can't do this without you."

Wanda caught her breath. She hadn't seen Vision since the fiasco at the airport. Or, more accurately, she'd refused to look at him the few times he'd come to see her at the Raft before Steve had broken them out. She wasn't bitterly holding onto her grudge with the android, but merely deciding it would be easier on both of them if they kept their distance. She mentally resolved to keep it up during this mission, refusing to allow whatever was between them to compromise it.

Steve watched all these emotions unfold on Wanda's face. He gave her a reassuring smile, before turning away.

"I will lend you my support as well," said T'Challa.

Steve turned to him. "Your Highness, you don't have to do that. You've done more than enough for us..."

"I am aware," replied T'Challa, "But it is the right thing to do."

Rainbow and Applejack watched the king with interest. He'd introduced himself to them as the ruler of Wakanda, but had insisted they didn't have to bow to him. Then he'd barely said a word during the explanation, merely listening and processing all the information concerning Equestria. According to Steve, he wasn't even an official Avenger, yet he was willing to help them all the same. He'd certainly caught their attention.

Steve's attention, on the other hand, was drawn to the Winter Soldier. Bucky had been shocked throughout the entire explanation, but upon learning that the help Steve requested apparently included him, his expression had darkened. He looked at his friend, his eyes filled not with pleading, but rather a questioning gaze, as if to ask, _Why me?_

Steve made no verbal reply, but he and Bucky had memorized each other's body language after so long. A subtle shift in Steve's demeanor was enough to convey an entire sentence to Bucky.

 _Because we need you,_ Steve signed, glancing down at his own hands for a second, _I need you._

Bucky raised his eyebrows. _For what? What good have I ever brought you?_

Steve clenched his hands together. _You're my best friend. I know you can do good in the world._ He motioned to Bucky's bionic arm. _Stark won't do anything. I promise._

Steve turned away, but if he'd kept his focus on Bucky for one more second, perhaps he would've seen how Bucky allowed his metallic limb to slump. The message was clear.

 _I wish he would._

Applejack caught the tail end of their wordless conversation, but she understood nothing. She logically kept quiet.

Sam and Steve got to their feet.

"T'Challa, we're gonna need some communication device. We need to contact Natasha," Steve said.

The king nodded. "I think I have a solution."

* * *

 **Earth, Somewhere**

In all of her visits to the human world, Twilight had never managed to actually ride in an aircraft. She figured it wouldn't be very different from an airborne chariot, something she'd had access to as Celestia's student.

The Quinjet flight managed to prove her wrong.

Twiligh gaped in awe at the blue sky, peppered with white clouds so much like Equestria's, zipping by in the windows at speeds that would've made Rainbow Dash jealous. The only time she could recall flying speed comparable to this was when she'd possessed the magic of four alicorns.

The vehicle's interior wasn't a dull sight either. The various controls seemed like something straight out of a science fiction novel, and Tony didn't even have to do anything, given that he'd set up something called autopilot. Twilight didn't exactly comprehend it yet, but it seemed the jet had some sort of basic intelligence placed into it, and was capable of flying itself. The Princess of Friendship vaguely wondered how many books she could fill with all the information she'd learned about Earth already.

"Okay, we're here," Tony announced, cutting Twilight's mental wandering off.

He manipulated the jet's controls, pulling it up and holding it in place. Metallic plates opened up, revealing the landing gear. With a soft thump, the Quinjet settled comfortably onto the grass.

Twilight took a look around their landing site. The area was wooded, almost like the forests of Equestria (excepting the Everfree of course). She couldn't see any wildlife, other than a few birds here and there. The sky was clear, except for one solitary cloud strolling across the blue expanse. There were no distinct features in the clearing, with the exception of a small log cabin, looking barely large enough for one room.

"Who are we looking for here?" she asked.

Tony smiled knowingly, like Pinkie whenever she had to fight to avoid giving away the punchline to a joke.

"You'll see."

Dropping the Quinjet ramp, the inventor and the alicorn walked down the metal slope onto the grass. Tony marched straight up to the front door of the cabin, and rapped on it with his knuckles.

For a few moments, there was no response. Twilight's keen ears picked up the sound of shuffling feet, some clothes rustling, then finally, a metallic clank as the door was unlocked, then swung open.

The human in front of Twilight seemed unremarkable. He was a bit shorter than Tony, and his face was rounder, more relaxed. His head was topped with curled brown hair, and his overall demeanor seemed like a man who'd sooner let himself take a blow than start a fight. At the same time, he seemed weary, as though life itself was tiring.

"Bruce," said Tony, smiling.

"Tony," responded the man, nodding, "I wondered if you'd ever visit."

"Well, you said you'd be better off left alone."

"That I did, Tony. That I did," conceded Bruce. He took notice of Twilight for the first time. "Making small horses and mythical creatures now?"

"Excuse me?" responded Twilight, confused.

Tony chuckled. "Believe me, if I knew how to genetically modify miniature horses into mythical creatures, we'd have been doing that a lot more at the tower."

He made a presentation gesture. "Bruce Banner, I present Twilight Sparkle, Princess of Friendship from the planet Equis. Twilight, this is Doctor Bruce Banner, one of Earth's most notable physicists. Good friend, and a former Avenger."

"Really?" Twilight almost squealed, before she remembered etiquette, "Er-I mean, it's a pleasure, Doctor Banner." She held out a hoof, and Bruce shook it awkwardly.

"Uh, Tony?" Bruce asked.

"I'll make it quick," Tony promised.

The three then settled inside Bruce's cabin, the two humans taking up the couch. Bruce had some old papers he'd written saved to his laptop, and Twilight was having a merry time going through them. Tony brought Bruce up to speed.

"Really? A planet of talking ponies? And there's something there that's capable of attacking Earth?"

"Apparently," Tony responded, "Can't say this was what I expected when Thor told us that Earth was drawing attention on a cosmic scale."

"And now, you and Steve are being forced to work together again, after that fiasco in Germany," said Bruce. Tony gave him a look. "What? It's not like I don't follow the news."

"Sure," said Tony, "Anyway, what do I have to say to convince you to come back with us?"

Bruce rolled his eyes. "Me, on a peaceful planet of talking ponies, who, despite having magic, are way technologically behind us. You sure you've thought this through?"

"I'm not asking you to Hulk out," said Tony, "You're not like Rhodey, you can keep yourself out of the fighting. Twilight and I are pooling our brains on investigating some of the magic these guys are using. We might be able to create some sort of counters, but not without you."

Bruce raised an eyebrow. "You understand magic?"

"Sort of," Tony admitted, "It's more like she's capable of understanding our science. The warp they used to come to Earth? It's just like the quantum tunneling effect. Like how Loki used the Tesseract. And she gets it." He gestured to the princess, completely fascinated with Bruce's research, scribbling notes into a small book. "She's actually quite remarkable."

Bruce thought for a moment. "It would be interesting. Not like I've got anything better to do. Although..." he looked down at his hands as new possibilities occurred to him. "You know Steve is gonna bring Natasha in from wherever she's holed up now, right?"

Tony's face filled with remorse, but he refused to back down. "I know," he admitted, "But if anybody's capable of keeping things...'not personal,' it's the two of you.

"Besides, I...I just don't wanna be stuck with just Vision, you know?" he admitted, "Rogers is bringing almost all of his little camp there, and it'll just be me and the android. If you're not there...I don't know if I could stop myself from starting another fight."

Bruce looked with shock at his friend. Tony might've been a master of sarcasm, but he wasn't someone to throw the first punch. Not against his friends. Had they really gone that far?

"What the hell happened between you guys?" he couldn't stop himself from asking.

Tony dismissively waved a hand.

"It doesn't matter. What matters is getting this done." He put a hand on Bruce's shoulder. "Please, just this once?"

Bruce felt deep inside himself. The other guy was there, as expected. Bruce was extremely skilled in keeping him submerged by this point, but he was still there. He'd been buried inside for so long now, it seemed a miracle he hadn't smashed his way free.

Despite this, Bruce knew he could keep the beast contained. He'd spent over a year alone, spending his days looking for ways to kill the time. Even if it was only temporary, he'd have surrendered to the Hulk, just to see the others once more. This wasn't a deal he could refuse.

* * *

 **Earth, Wakanda**

Steve had a light chuckle at the look on his comrades faces. Exposing them to the ponies was guaranteed to get their jaws to drop, but seeing it in person was far superior to the thought. Wanda, Bucky, and T'Challa had been good, but this was priceless.

At the moment, Steve was seated at a small table, facing three computer monitors. From the screens, images of Natasha, Clint, and Scott (relayed through communicators they'd been given after escaping the Raft) faced him, all of them gawking at the strange, horse-like creatures. Applejack and Rainbow were talking to T'Challa, but still in view.

"So, can I just point out how ridiculous this is?" said Scott, pointing to the ponies, "Seriously, this coming from a guy who talks to ants. This is weird."

"I don't know," responded Natasha, "They seem pretty amicable."

"Oh, sure, Nat," chortled Clint, "Didn't you once threaten to taze me if I told anyone about your pony phase when you were a kid?"

"And if we weren't hundreds of miles away, I'd do it now."

"Anyway," Steve interrupted, "We need to get our stuff back from those fauns. Natasha, can we pick you up?"

"Absolutely," replied the spy, "Haven't had anything better to do. Sharon coming?"

"Sharon's actually working on something else right now," said Steve, "Potentially too important. We can spare her."

"Hey, wait a minute," said Scott, "What about us?"

Steve's face fell a bit. "I'll be honest, I was really only looking for Natasha."

"What?" asked Clint.

"Lang, Clint," continued the Captain, wiping his forehead, "You're different from most of us. You have family. Children, in fact. You guys have done your part, and you're already on the run because you tried to help me. You can sit this one out."

"Hey, we signed up for that," argued Clint.

"Yeah," agreed Scott, "Besides, Cassie doesn't depend on my income. Hank's been helping Maggie and Paxton. They won't fall apart without me."

"Scott..." Steve started.

"Cassie watches the fight from the airport all the time," protested Scott, "You know what she says? Daddy's an Avenger. I need to do this."

Steve tried to come up with an argument, but found that he couldn't.

"Alright, if you're sure," he reluctantly agreed.

He turned to Clint.

"Don't suppose that reasoning's gonna work with me, is it?" asked the archer.

"Come on, Clint," said Steve, "You already helped us put away Loki, Ultron, Hydra. Now you're wanted. It's a miracle Ross hasn't learned who your family is yet. Laura could get arrested just for letting you stay there. Please, let me make it up to you, and leave you out of this one."

"Clint, I can't believe I'm saying this, but I think he's right," insisted Natasha, "Just think about Laura. Think about Nathan..."

Clint Barton sighed, shrugging his shoulders. Scott awkwardly scratched and stared at spots on the wall, feeling out of place.

"Guess I'm outvoted," the archer gave in, "Please, just be careful, okay? And see if you can get those ponies at Cooper's next birthday party."

"No promises," said Steve with a smile, and he ended the call.


	8. Chapter 8: Meet the Team

Chapter 8: Meet the Team  


 **Earth, San Francisco**

"Daddy," Cassie started, her voice shaking as she got the words out, "Why do you have to go again?"

Scott Lang smiled a bitter smile as he gently stroked his daughter's hair. He'd easily made the decision to join Captain America's team in their job on the...pony planet, but actually doing it was a different matter. Cassie may not have been reliant on him for finances or anything (thank you, Hank Pym), but if he didn't make it back...

No, he thought, crushing that fear. He would make it back. This was just another routine thing. Better than breaking into places and stealing stuff. Okay, technically, he still did that, but it was for a good cause now.

"You know why, peanut," Scott finally answered, hugging Cassie close, "Daddy's Ant-Man now. I'm an Avenger, and they just need me to help out somewhere."

"But why are people still chasing you if you're an Avenger?" Cassie asked. She seemed like she was close to crying, because she just didn't understand.

"Some people just don't like the Avengers," Scott said, simply. He couldn't bring himself to tell her the truth. Yes, he'd been fighting for the right thing, but he'd intentionally gone against the law. Again. He could take Paxton or Hank yelling at him for a while, but he didn't want Cassie to believe he'd intentionally chosen the life of a criminal for the second time.

Cassie finally took a deep breath, visibly relaxing. "Okay, Daddy," she finally agreed, "But please come home soon."

"I promise," said Scott, giving her another hug. He finally stood up, grabbing his Ant-Man helmet.

He turned around. Hank, Hope, Paxton, Luis, and Maggie had all gathered at one of Hank's old, remote properties to see him off, far from the reaches of prying eyes. Scott hadn't seen the Bifrost activated before, but from what Captain Rogers told him, it would probably attract a pretty big crowd, naturally leading to disaster.

"Take care of yourself, Scott," said Paxton, clapping him on the shoulder. Maggie gave him a reassuring hug. Scott smiled a bit, happy that the divide formed between him and his loved ones after he'd gone rogue again hadn't been permanent.

"Don't die out there, dude," chimed in Luis, giving him a slap between the shoulder blades.

"For once, I agree with him, Scott," chimed in Hank, "Just...be safe."

"No promises," said Scott, chuckling. He turned to Hope. "Well?"

"Keep dreaming, dweeb," she snorted. Scott made an exaggerated sad face, while everyone else in attendance laughed.

The collective humor ceased at the arrival of the trademark golden light. It impacted the ground a few meters away from the group, causing some to jump back, though Cassie wasn't one of them. She was awed at the sight. Scott could only stare in shock. This was a big step from how Hawkeye had picked him up before. The column of light finally ceased, leaving a group of three standing in its place, surrounded by the intricate runes burned into the grass.

"Mr. Lang," said Steve, giving a brief nod.

"Tic-tac," said Sam, "Good to see you're still in one piece."

"Uh, thanks," said Scott, before yet another slap on the back, courtesy of the other Avenger present, nearly made him face plant into the dirt. Scott almost cursed, the weight of the blow feeling comparable to a hammer.

"So, you are the one honored with the title of Ant-Man?" asked Thor, heartily, "I welcome you to the Avengers." He thrust his hammer towards the sky. "And now, onwards!"

Paxton and Hope had to stuff their hands in their mouths to keep from laughing. Luis and Sam didn't even bother trying. Scott just gave them a dead eye.

"Shut up," he snapped, before clamping on his helmet.

* * *

 **Asgard**

"But Father," Thor implored, "Why? Equis is our ally-"

"Former ally, son," Odin interrupted, "You'll recall my decision regarding our relationship with them."

"They never became our enemies," insisted the thunder god, "Why not provide them with aid? These fauns are working alongside an army. Asgard could provide sufficient forces to counter it."

Odin sighed, Gungnir creating its signature echo as the tip touched the floor. This debate had already gone on for ten minutes. Sif and the Warriors Three had already bombarded Odin with demands to send troops to Equis, as well as to join the battle themselves. Thor, of course, supported that idea. Even so, Odin failed to move from his position.

"Thor," started the All-Father once more, "Asgard severed ties with Equis a millennium ago. To return now would open the floodgates for disaster. There are those who would see Equis as a target, in order to get at Asgard. In addition, these fauns only have designs on Equis, not our world. My decision is final."

"But All-Father-!" Sif started.

"NO!" Odin's voice boomed, silencing the knight instantly.

Thor looked internally for another plea, but found none. Odin had failed to listen to him during the rise of Malekith and the Dark Elves as well. Even seeing the error of his ways on that occasion wouldn't be enough. Thor slumped his shoulders, giving in.

"Very well," he acquiesced, "The Avengers shall deal with this task alone."

Sif and Volstagg sent sympathetic looks at Thor, but he gave them a reassuring smile. He turned, heading back to the Bifrost. The Warriors soon departed, leaving for other pursuits. Alone, Odin slumped his shoulders, laying Gungnir off to the side. A green glow passed over the old king, leaving Loki with an expression resembling remorse.

* * *

"No luck?" asked Steve.

"Unfortunately, no," said Thor, "And I cannot force Asgard's soldiers to help us."

Steve's group was currently gathered inside the golden dome of the Bifrost, taking a quick pit stop. Tony and Twilight hadn't called for pickup yet, something Steve was grateful for. The longer he didn't have to deal with that storm, the better.

"So," Rainbow started, looking up at Heimdall, "You can see every soul? Across the universe?"

"Indeed," replied the guardian, holding his sword at attention.

"Wow..." said the rainbow pegasus, "Don't your eyes get tired?"

Heimdall couldn't suppress a bit of a smile at her words.

Applejack, on the other hand, was more interested in talking with the other Avengers, as they gazed out into the expanse of space from the lookout platform.

"It's beautiful..." she breathed, "Ah can tell, even from here, these ain't the same stars as Equestria."

"It's fascinating," agreed T'Challa, "Since birth, I've only ever been able to see the universe from one angle. Now, I can see so much more..."

"It's lovely," Wanda said, "I always loved to watch the stars..."

"You and Twi'll get along great," Applejack replied, patting the woman with her hoof, "It's one'a her favorite hobbies."

Natasha and Scott hung back, preferring to observe for the moment. Not just the view, but also the ponies they'd apparently be working alongside. From what they could tell, the two seemed fairly nonthreatening. Of course, it took quite an effort just to get past the utterly bizarre nature of their existence, Rainbow especially. Scott was also taking the time to psyche himself up for whatever he'd gotten himself into this time.

Bucky stood quietly next to Steve and Sam, his arms folded, his eyes focused on the floor. He had no inclination of how to act around the others, even after fighting alongside them (or in the case of Natasha and T'Challa, actively fighting them). Sure, Wanda had removed the Winter Soldier programming from his brain, and they'd confirmed that the code words wouldn't work anymore, but that knowledge did little to assure him. Every second felt like another chance for his installed personality to take control, and mercilessly kill anyone who so much as inconvenienced his mission. The seventy years in and out of cryogenic suspension keep bubbling to the surface of his mind, and he could feel the lives ebbing away in his hands. It was a fight just to keep those memories quiet.

"Hey!" a brash, female voice suddenly interrupted his brooding. Bucky looked down, finding the pegasus with the prismatic mane looking up at him. She pointed to his prosthetic. "I didn't realize before, but do you have a metal arm?! That's awesome, dude!" Rainbow poked Bucky's arm with her hoof, listening to the metallic reverberation.

"Uh...thanks," Bucky murmured, deja vu kicking in. Sam had a quiet chuckle at the sight.

"Well," said Steve, drawing everybody's attention, "If we're not getting any additional help, we might as well go back." He left out his desire to get back before Stark did, hoping the billionaire would be less likely to try something if they were all there.

Heidall nodded. "Very well." He slotted his blade into the bridge.

* * *

 **Equis, Ponyville**

Celestia, Luna, the remaining Elements of Harmony, Spike, Starlight, and Thorax had gathered on the front steps of Twilight's castle (Discord got bored with waiting and left to do his own things). When the first bolt of the Bifrost impacted the grass, the assembled looked in awe at all the newly assembled Avengers. Applejack and Rainbow moved to join their comrades, though Applejack delayed long enough to give Steve a reassuring glance.

The second strike of the Bifrost came seconds later, bringing back Tony, along with the Princess of Friendship. As Twilight moved back to her friends, a few wordless communications were exchanged between the Avengers. Wanda and Vision gave each other a quick glance, but both immediately returned their gazes to the ground. A few eyebrows were raised at the sight of Bruce Banner among them once more, particularly Natasha's. The doctor gave her a quick glance, his face betraying no emotions. Bucky seemed to be doing his best to become invisible, but Tony didn't even attempt to look at him. Though the more observant among the ponies noticed the soldier's actions, in addition to Steve and Tony both clenching up their fists.

Black Panther was the first to act, stepping forward to face Celestia, Luna, and Twilight. He unclasped his helmet, removing the cat-like mask and giving a low bow.

"Greetings, Princesses of Equestria. I, Crown King T'Challa of Wakanda, extend my greetings to you. I hope that I, and my allies, may assist you in dealing with these criminals."

Celestia's eyes widened quite a bit at the sight. They certainly hadn't expected a king to be among the Avengers. Still, he certainly made a good first impression. Celestia politely extended her hoof, and T'Challa grasped it with his gloved hand.

"It's wonderful to have you, Your Highness. Equestria welcomes you, and the Avengers."

Luna shook his hand as well, and T'Challa got down on one knee to shake Twilight's. The others nodded politely, deciding to let the Avengers do their introductions first. Of course, Pinkie was already sweating bullets, the desire to start informing everybody present about the massive party she was already planning fighting to get out of her.

Deciding to continue the trend, Natasha followed T'Challa's actions.

"Hello, I'm Natasha Romanoff, alias Black Widow." She gave a small bow, but Luna waved a hoof at the action.

"Thank you, Miss Romanoff, but there's no need for such formality. You are our guests in Equestria, do not concern yourselves with etiquette."

Natasha gave a small smile. She liked this planet already.

Vision moved up next. "Um, hello," he said, "I'm called Vision, I'm honored to be a guest."

"I'm Dr. Bruce Banner," said the scientist, "I'm mostly here for, uh, consulting purposes. I'm not much use in combat." Thor snorted, but didn't interrupt.

Scott pressed the release on his helmet, showing his face. "Hi," he started, "I'm Ant-Man." Noticing the looks on the ponies' faces, he quickly followed up with, "I promise, it's better than it sounds."

"My name is Wanda Maximoff," the Sokovian woman announced quietly, her hands twitching close to her stomach.

That left one remaining member of the group to be introduced. The ponies turned their gaze to Bucky expectantly, though he avoided their eyes, looking down at the dirt. He opened his mouth once or twice, but words failed him, and he shuffled back a bit. Not out of fear, but reluctance, as though following the example of the others would cost him dearly. Steve put a hand on his friend's shoulder, giving him a reassuring squeeze. Finally, Bucky faced the ponies.

"Sergeant James Buchanan Barnes," he said simply, before stepping back.

The ponies looked a bit perplexed at his mannerisms, but none called attention to it. Twilight noticed, out of the corner of her eye, that Tony tensed up even more at the sound of the name. His jaw tightened, and it appeared that his lower eyelid twitched. However, the billionaire's face failed to provide any insight into what he was feeling, rendering him unreadable to the alicorn. Twilight's concern only grew at the sight.

* * *

At the same time, the ponies failed to notice the crinkling of the bush behind them. From between the leaves, three pairs of filly eyes watched the aliens gather with the pony leadership.

"They're so cool!" Scootaloo squealed, before Sweetie Belle's magical grip closed her mouth.

"SHUSH!" said the unicorn, "Not so loud, they're gonna hear us!"

Applebloom poked her head out alongside her fellow crusaders. "Do ya really think they don't get Cutie Marks?"

"I guess not," said Sweetie, "I can't see anything on them that looks like one. Even ponies that wear clothes usually leave their Cutie Marks exposed."

"Look at that one with the red face, and the gold jewel in the forehead. He almost looks like some sorta statue!"

"I know, right?" said a voice to the side of the Crusaders, "I wonder if he's some sort of human species offshoot."

The Crusaders almost leapt out of the bushes in surprise. Lyra Heartstrings had somehow managed to cram herself into the bush beside them, without them noticing, her face covered with a small amount of dark green face paint in an attempt at camouflage.

Scootaloo put her hoof on her chest as she breathed. "Lyra! Don't scare us like that, we almost got caught!"

"Look at them..." breathed the unicorn, ignoring the Crusaders, "Those fingers...The females have such different figures than the males...The red one...There's so little color variation compared to ponies..."

"You know what else they have that you don't? Respect for others' privacy!" Bon-Bon popped out from behind Lyra, putting her in a choke hold with her forelegs, her training coming in. That, of course, didn't stop the unicorn from struggling against the restraint.

"No! You will not steal this from me, Bon-Bon!" roared Lyra.

The Crusaders decided to ignore the spectacle, focusing instead on the Avengers once more.

"What about that one who dresses like a cat?" asked Sweetie Belle.

"I dunno," said Scootaloo, "Seems odd, even by the standards of your sister."

"Hey!"

"Guys, shush!" snapped Applebloom, "We can't let them-"

She stopped in mid-sentence, distracted by the sudden appearance of a rather large stone moving in front on their bush, surrounded by a turquoise glow. Lyra and Bon-Bon froze at the same time, ceasing their "battle." From around the rock, the gathered ponies could see Starlight Glimmer giving them a sheepish grin, as she released the levitation on the rock, dropping it in front of them, completely obscuring their view of the Avengers.

"OH, COME ON!" exclaimed Sweetie Belle.

"Nooo!" whined Lyra, dropping back down on her stomach, dejectedly.

* * *

Starlight held back a brief chuckle as she turned her attention back to the Avengers.

"So, Captain Rogers reported that you knew the location of the thieving fauns?" asked T'Challa.

"Indeed," replied Luna, "Though our information on the Badlands is a bit lacking. We enlisted some aid, and they should be here..." she looked down at the watch she'd recently purchased, "Now."

A flying chariot came over the horizon, pulled by two muscular pegasi. The guards pulled into a sharp descent, coming to a sliding stop next to the gathered group. The door was opened for the two fairly large ponies inside the carriage. Dropping to the ground, the occupants were revealed to be a pale pink alicorn, crowned in royal regalia, alongside a large white unicorn stallion, clad in sturdy armor.

"Hi, Shiny! Cadence!" called Twilight, jumping over to her brother, nuzzling him affectionately. She hugged her fellow princess.

"It's good to see you, Twilight," replied Cadence, returning the hug. She turned to the Avengers. "Welcome, Avengers. My name is Princess Cadenza Mi Amore of the Crystal Empire. But please, call me Cadence, that mouthful of a name drives me crazy."

"I'm Shining Armor," said the stallion, "Formerly Captain of the Equestrian Royal Guard, now Prince of the Crystal Empire, and Twilly's brother."

Further pleasantries would've followed, had not a certain genius billionaire playboy philanthropist superhero burst into laughter, nearly falling onto his rear in the process. The other Avengers, at least those who knew him well, had no reaction, while the ponies merely stared at the sight. It wasn't anything particularly new to them, given how many times Pinkie or Rainbow collapsed from amusement, but usually the reason was more apparent.

"Excuse me, Twilly?" asked Tony, clutching his chest, "Oh, I'm gonna get so much mileage out of that!"

Twilight groaned, rubbing her head in exasperation with her hooves. "Please, no. I got more than enough of that from Rainbow."

Rainbow laughed to herself. "Ah, good times."

"Uh, not to be rude, but aren't we getting kinda off topic?" asked Scott, raising his hand.

"Yes, perhaps," agreed Celestia, though she privately found the whole spectacle rather hilarious, "We should continue this discussion indoors." Her horn ignited, opening the doors to Twilight's Crystal Castle.

* * *

"The Equestrian Badlands are located just to the west of our home, the Crystal Empire," announced Shining Armor, pointing on the massive map splayed across the Cutie Map table, "Their name is actually quite descriptive. Not much more than a vast expanse of barren ground, not even much vegetation. I think the last time our government even had any interest in the area was the war against King Sombra, where one of the higher stakes battles was fought."

Cadence took over, creating an arrow out of pure magic, pointing to a far point of the Badlands, on the very edge of the border of Equestria.

"The shrine Thorax heard about is located here. It's practically empty, making it an ideal hiding location for some sort of plot."

"What was the purpose of building the shrine?" asked Vision, curious.

"The truth is, we are unaware of that," said Luna, "The shrine predates Equestria itself. Its origins are a mystery to us."

"We've searched that shrine many times before now," said Twilight, "I've even been there myself. There's no artifacts, no inscriptions, no creature remnants of any kind, nothing. It's like the place just dropped into our world one day, and has been decaying ever since then-"

"Boring!" Tony interrupted, "Can we get to the part where we get my stuff back?"

Twilight gave Tony a glare. Bruce elbowed him in the ribs.

"Might be best not to insult the extraterrestrial royalty, Tony," he hissed, under his breath.

"I agree, Mister Stark!" Rarity huffed, "Surely you have more tact than that!"

"I'm with him, actually," chimed in Rainbow, "Let's get something done already!"

"Alright," said Steve, "Now, we're gonna need some transports..."

* * *

 **Bit of a filler chapter, but more will happen soon.**

 **I'm finally out of school, so I'll be able to update more often.**


	9. Chapter 9: The Reveal

Chapter 9: The Reveal

 **Equis, Equestrian Badlands**

Seated in the flying carriage the pegasus guards pulled towards their destination, both the Avengers and the Elements of Harmony had to admit that Cadence and Shining Armor's description of the Badlands was proving to be accurate. The place was a barren expanse of sand, stretching out to the horizon in every direction, with no vegetation in sight, not even a cactus. There wasn't any wildlife, unless there was an Equestrian Death Worm burrowing below the surface (Twilight hoped that wasn't the case). Why anypony would want to work out here, they'd never know.

Since they could fly, Tony, Vision, Thor, Sam, and Rainbow had opted to simply follow alongside the carriage. The remaining Avengers, Elements of Harmony (excluding Fluttershy, who wasn't really a combat sort of pony, and Dr. Banner), and Starlight sat quietly in the vehicle. Twilight had opted not to use her wings, as she was so much more accustomed to not having them, and using them to fly super long distances, with the exception of emergencies, made her feel a little anxious. Illogical, sure, but it wasn't a massive issue.

She thought back to their departure. She felt a bit of guilt for leaving Spike behind, considering he loved adventures, but she reminded herself that he was still a child. Allowing him to risk his life for the thrill would just be irresponsible. What wasn't so easily moved past was Celestia, who'd once again displayed the apprehensive attitude, telling the ponies (Twilight in particular) that she was under no obligation to go on this mission. She certainly felt like she was, considering the Avengers had been dragged to a planet where they knew nothing. They'd protected Ponyville, the least she could do was aid them.

Celestia was rapidly becoming a weight on Twilight's mind. She'd never acted this way previously. Sure, she'd shown normal concern for Twilight's well-being, especially as a filly, and once the Elements had been regained, her friends had become priorities for the solar princess, too. But this was on a completely different level. It was as though Celestia was actively trying to convince Twilight not to get involved, thankfully without trying to coerce her in some way. The situation was far too troubling. Twilight promised herself that she'd have a long talk with her mentor, and she wouldn't take no for an answer.

The Avengers onboard sat just as quietly as the ponies, though with their differences. Sitting next to Steve, Applejack was in the perfect position to notice that he shot quite a few glances at Bucky, filled with concern. Starlight and Pinkie could tell that Wanda was quite tense, fiddling with the red magic from her hands almost constantly. Natasha was still as a statue, looking ahead of her, without focusing on anything in particular. Rarity had opened her mouth a few times to engage the woman in conversation, but her nerves failed her. T'Challa and Scott were the only ones who seemed to be truly at ease. The king had asked Twilight a few questions concerning Equestrian royalty, in an effort to satisfy his own curiosity, while Scott was laid back, trying to keep up some "team spirit."

Finally, the Ant-Man decided to relieve some of the tension. "So, who's ready to kick butt?" he asked, throwing his hand up into the air.

Applejack gave a brief chuckle. "Shame ya can't fly with Rainbow, sugar cube," she noted, "She'd eat that kinda stuff up."

"I certainly would put it more eloquently, darling," chimed in Rarity. Nonetheless, she raised her hoof. "But, I suppose I must agree."

"Then we get to save everypony in a giant team-up! Won't that be fun?!" asked Pinkie, giving Wanda a slap on the back with one hoof, "And then after that I throw a big giant 'Welcome Avengers' party in Ponyville and we can eat cupcakes and talk about awesome adventures and plan our next team up doesn't that sound amazing?!"

"Well...I guess," responded the Sokovian, unsure of how to react to the seemingly inexhaustible pony. She looked to Steve.

"Believe me, I don't get it either," said the Captain.

Twilight turned to the remaining two Avengers, Barnes and Romanoff, neither of whom had spoken since they got on board.

"So," she started, hoping she could make at least one of them a little calmer, "Miss Romanoff, why do-"

Natasha held up a hand, and the entire carriage went quiet. The ponies knew very little about the woman beyond her code name, but they could tell from a simple look that she was not someone to be trifled with.

"Just Natasha, Princess Twilight," the former assassin insisted, "Look, it's nothing personal, but I do better if I can have total peace before a mission. It's better if I don't talk."

"Well, if you're sure," replied the lavender alicorn. At least the woman was polite about it. Sure, she was still intimidating, but maybe there was a softer person who just wasn't visible at the moment.

With that thought in mind, Twilight turned to Bucky. She hadn't been sure what to make of the man, given that the only words he'd spoken since his arrival were his name and title. She took a keen interest in his bionic arm, wondering how it compared with prosthetic limbs in Equestria. However, Barnes himself revealed practically nothing to observers. Twilight opened her mouth to ask him a question, oblivious to Applejack's tapping on her shoulder in order to stop her.

Thankfully, Twilight was interrupted by the Royal Guards pulling the carriage. "We're here!" The carriage descended, coming to a comfortable, sliding stop on the dirt. Unnoticed once again by Twilight, Applejack breathed a quiet sigh of relief.

Her inquiries forgotten, Twilight enveloped the door handle with her magic, pushing it open to let the sun in. The five ponies, alongside the five Avengers, climbed out, meeting those who'd flown the whole way.

The Badlands Shrine wasn't much to look at. Coming to a height of, at most, two stories, the building was a circular structure composed of old, tanned brick. The building's interior couldn't have been much bigger than the Golden Oaks Library height wise. It stretched about half as long as Twilght's castle to the sides. A longer tower jutted out from the center of the circle, though there were no windows or balconies, leaving one to wonder at its purpose. There were no signs of recent activity, much less the raising of an army.

"This is their evil headquarters?" asked Rainbow, voicing the thoughts most of the group had in their minds.

"Any heat signatures, Tony?" asked Vision.

The eyes of Tony's armor glowed red briefly, before a white spark flashed across the lenses. They then returned to their normal blue color.

"Magic's throwing off the sensors," he answered, "We really need to get that fixed, Twilight."

"Later," replied the princess.

"Okay," said Scott, nervous, "Who wants to go into the obviously-not-a-trap fir-"

Ant-Man's words cut off as a massive wall of pure black energy sprang up behind the group. Before a move could be made, the wall of pure force lurched forward, shoving the ponies, humans, Asgardian, and android straight into the shrine, where the fell into a massive heap of bodies. Black flames burst around the entryway, barring any exit. The mismatched team released a collective groan.

"Well, this is a fine mess we're in."

"This definitely wasn't on my bucket list."

"So undignified..."

"Yeah, cause that's our biggest problem, Rares."

"Who's hand is on my back?"

"Sorry! I think it got knotted with Falcon's!"

"Can anypony reach my mane? My emergency stash of cupcakes is falling out!"

"What-?! How did you even fit those in there?!"

"QUIET!" yelled Twilight, silencing all the voices as she ignited her horn. A magenta glow enveloped the entire group, before the alicorn released a blinding flash of white light. As it faded, the entire team was left floating in midair, back in their upright positions, no longer tangled in a mass of limbs. Twilight took a deep breath, lowering everyone to the floor telekinetically, and relaxing her magic.

"Thank you, Princess Sparkle," said T'Challa.

"You're welcome," replied the alicorn.

The team took a look around their new surroundings. The shrine's interior was relatively unremarkable, consisting of a dome shaped chamber, with a center path way leading up to a stage platform. Four support pillars stood in the corner areas. The stage help the crumbling remains of what might've once been an alter. Very little light filtered into the shrine, though the darkness looked suspiciously unnatural. Twilight cast her gaze around.

"Now where-"

"Right here!"

Twilight's head whirled around to the left side of the chamber to face the sound of the new voice. A yellow bolt of pure magic would hit her right between the eyes, had Natasha not shoved her to the ground just before it impacted.

The sound of cloven hooves stomping reached everyone's ears, as Phobos stepped out of the shadows.

"Welcome to your nightmare, Avengers!" he cackled, raising his staff.

"Ignore my boorish brother, please," said Deimos, emerging from the opposite side, "He embarrasses us all."

"Hey, take that back!" spat Phobos.

"Silence," spat a new voice coming from the alter. All present drew their attention to it, when a flash of black light appeared. The light faded, revealing a large ram, covered with dark gray hair, with glowing red eyes, and a bell around his neck. "Both of you are causes for our humiliation as long as you speak."

"And just who the hoof are you?" demanded Rainbow.

The ram chuckled to himself.

"I am Grogar, the Necromancer," the ram chuckled, "And I must thank you, Princess Sparkle, for failing to realize you, your friends, and the Avengers were walking into such an easily laid trap."

"Yeah, 'cause none of us saw this coming," Tony snorted.

"I take it you're the one who concocted this scheme?" demanded Thor, thrusting his hammer at the ram.

"Oh, no," Grogar replied, "That would be our master."

He pointed with one hoof, indicating a seemingly deserted spot near the wall. As Twilight looked closer, however, she noticed that the shadows of the area seemed unnaturally dark, as though the darkness itself was pooling in the area. A rush of familiar fear sprang into her being, and she prayed that she was wrong.

The alicorn's hopes were quickly dashed, as the shadows began to actually move, snake-like. The blackness slithered across the floor, curving its way around the tightly packed group of humans and ponies. It crept up to the top of the alter, behind Grogar, before pooling into a circular shape once more, stopping in its tracks.

A solid shape began to emerge from the depths of the darkness. It was covered in the shadows, but the silhouette was unmistakably pony-like. Judging from the size, a stallion, possibly bigger than Shining Armor. The four legs stuck out on all sides, planting the equine body firmly on the ground. Then the darkness began to drip off of the body, revealing its true form to all present.

Twilight couldn't stop herself from gasping.

He looked the same as he had back then. His royal red robe was gone, but the the gleaming silver armor he wore remained, covering his chest and legs. His flank was exposed, although he had no Cutie Mark on the grey fur. His constantly swishing mane, almost looking like it was composed of black fire, remained, and a long tail joined it. The curved, blood-red horn jutted out from his head once more, and the familiar silver crown remained.

"SOMBRA?!" Twilight almost screamed.

The dark unicorn cackled, revealing the sharp fangs in his mouth. The sound was deep, almost like the hunting growls of a wild animal, and sent shivers down Twilight's spine. Some of the Avengers were affected as well, notably Scott.

"You didn't truly believe the power of the Crystal Heart could finish me, did you, _Princess_ Sparkle?" Sombra laughed, "And it's King Sombra to you."

"You know this idiot?" asked Sam.

"I remember him," Thor interrupted, clutching Mjölnir, "He's a mad dictator who conquered the Crystal Empire. When he was defeated, he placed a curse on it out of spite, casting it and its citizens out of reality for over one-thousand years."

"Ah, Thor, it's always a pleasure," said Sombra, "You've certainly found a larger number of buffoons to keep you company since we last met."

"You know, if you're tying to intimidate us, it's not working," said Natasha.

"How're ya back, Sombra?" demanded Applejack, keeping her head low in an aggressive stance, "We watched the crystal ponies obliterate ya!"

"Yes..." admitted the king, clenching his teeth and his legs, remembering a long-past agony, "I won't deny, that was quite painful. Remind me to visit that baby dragon of yours after I kill you, Princess Twilight."

Twilight's eyes narrowed, fury filling them, but she didn't speak.

"My body was ripped to shreds, yes, but I'm sure you remember, I was turned to shadow. My body no longer acts the same way as any normal pony body. This gem," he indicated his curved horn, "Remained intact, and with it, my consciousness. All it took for me to rebuild my entire body was time."

"Ooh! So does that mean that every part of you regrows into a new Sombra? Like if we broke you into tiny pieces every one would grow into a new tiny Sombra and then-"

Pinkie's seemingly endless stream of words was cut off by Wanda's red magic, forcing her lips back together. The Sokovian gave her an apologetic look.

"My apologies, Pinkie," said Wanda, "This is just...important."

"Thank you for saving me the trouble, Miss Maximoff," laughed Sombra, "My method would've been considerably more messy."

Everyone snapped their focus to him at that. The Avengers had been getting into fighting stances, preparing for the inevitable smack-down, but now all their attention was brought to the king.

"So you know our names?" asked Vision.

"Of course! What kind of king would not verse himself in the facts of his enemies?!" Sombra cackled, "I know so much about you, Avengers. When I sent Phobos and Deimos to your planet, I knew you'd try to follow. I've studied you long enough to prepare for all of you!"

"Okay, I'm getting a little tired of this," groaned Tony, arming his repulsors, pointing them at the king, "Just hand over our stuff, and we can get this over with."

Steve ignored his comrade, stepping forward with his shield prepped.

"What are you planning?" he demanded, "Why'd you steal Earth technology?"

"Oh, I wouldn't worry yourself, Captain," responded Sombra, "In a few moments, all that will be behind you." He nodded to Grogar.

A devilish grin spread across the Ram's face, as his horns ignited with a black glow. The bell around his neck was caught in the magical grip, before wiggling slightly, then it began to swing. But instead of the light metal tinkling everyone expected of the small device, the bell released a hollow booming sound, like the echo of a gong in the distance.

Pure black magic began to gather inside the bell, swelling like water drops off a faucet, until it dripped out of the bottom. Instead of pooling, the magic seeped into the ground, then began to spread. Black veins inflated across the dry dirt, before focusing their energy on specific points. In a process that took seconds, the previously clear chamber was dotted with circles of darkness.

Then the monstrosities began forcing their way up.

It was similar to the way Sombra had reformed his body, but somehow worse. Hooves and legs, formed of pure darkness, punched their way out from under the ground, though no dirt was displaced. It was like the dark creatures were phasing through the ground from below. These legs were followed by head and bodies, eventually revealing the beings as what could very loosely be called ponies.

The mockeries of ponies were composed completely of darkness, and the Elements of Harmony were reminded of Luna's Tantabus. Unlike the dream monster, these beings had no starry, night sky appearance, but rather looked like holes in the light of reality. Their eyes were white, but there was nothing present in the ivory orbs. Rather, they were windows into the hollow shell these pegasi, unicorns, and earth ponies these things truly were.

With his army assembled, Sombra gave an approving nod to Grogar, who relayed a simple command.

"Attack. Kill."


	10. Chapter 10: First Act Fight Scene

Chapter 10: First Act Fight Scene

 **Equis, Equestrian Badlands**

Twilight would've been the first to admit her own fear at that point. Applejack and Rainbow would've been too proud, Pinkie would be making jokes, Rarity was infuriated at Sombra's evil (that mare could be scary when she wanted to be), and Starlight distracted herself by digging into her arsenal of spells. Twilight Sparkle had faced down Tirek by herself (albeit with the magic of four alicorns), but this was a whole new level. The Changeling army attack on Canterlot had nothing on this. Dead-eyed shadow ponies surrounded them, along with Sombra's cohorts.

Then she looked to the Avengers.

If the human visitors were afraid, they weren't showing it. Steve, Tony, Thor, and the others shifted from on guard to aggressive battle stances, readying themselves for the attacking monsters. Wanda was the first to respond, shielding the group with a dome of red energy. The shadow ponies slammed into the barrier, bouncing off and landing on their rears. Staring at the cool and collected Avengers, Twilight felt herself relax. These truly were heroes.

* * *

As Wanda's barrier dissipated, Phobos dived forwards, hurling a heavy punch towards Rainbow Dash. The pegasus prepared to swerve to the side, but it turned out to be unnecessary, as Steve's heavy shield intercepted the blow.

"You puny ants think you're a match for us?" cackled the faun.

"Hey, pal," said Scott, walking towards him, "Don't go around insulting ants like that. Why not pick an insect nobody likes that serve no purpose, like flies?"

Phobos gave him a perplexed look. "I guess I won't even have to drive you insane. You've clearly already cracked." He pointed his staff at Scott, sending a yellow bolt towards him, though not before the man activated a trigger on his glove.

Then Scott seemed to just disappear, the blast hitting empty air.

Phobos blinked in surprise, looking all around for the missing Avenger. His search proved fruitless, until he heard a tiny sound, resembling a voice saying "Psst...over here..." Confused, the faun looked down at his hand, finding what appeared to be a tiny-

Then Ant-Man jumped off and punched him in the face.

The concentrated blow sent the faun into a daze, stumbling backwards as Scott backflipped away from him, returning to normal size. Phobos tried to regain his focus, but was interrupted by twin blasts of white and magenta energy, courtesy of Twilight and Tony, pitching him backwards into a wall.

"Stupid loser," said Tony, "Never saw that coming."

"Ha!" laughed Twilight, her horn buzzing with magic, "I don't get to do that enough!"

"Save it for the after party, Princess!" yelled Natasha. The Black Widow had drawn two electrified batons, and rammed one through the chest of a shadow pegasus. The atrocity screeched with an unnatural sound, before crackling and bursting into black smoke.

The others had taken the fight to the enemy as well. Sam, Rainbow, and Vision took flight, battling the airborne shadow pegasi, while Rarity and Starlight provided covering fire from the ground. Sam, unable to fully utilize his duel Stayr SPP machine pistols, had adopted a more physical strategy, using his wings to batter the undead ponies, and pummeling them with descending kicks. Rainbow bounced between them like a flying pinball, ricocheting from one enemy to another, laughing all the while. Vision added his Mind Stone beams to those of the unicorns, enhancing their striking force.

The remaining Avengers faced the grounded shadow ponies. Steve, wary of throwing his shield in this environment, instead charged forward with it, battering the earth ponies and unicorns off their feet. Bucky and T'Challa followed in his wake, using a combat knife and vibranium claws to rip apart any remaining shadow ponies. Applejack and Pinkie rounded up any stragglers, either bucking them into the air, or launching them out of a party cannon, where they were promptly eliminated by their flying allies. Thor, unable to call down lightning in such an enclosed space, allowed the ponies to dogpile him briefly, before scattering them with a single swing of Mjölnir.

But no matter how many they took out, the shadow ponies just kept coming.

Steve ceased his shield charge as two shadow unicorns focused magic beams at him, raising the vibranium disk to intercept the attack. As he tried to come up with a possible counter, he failed to hear the tiny beat of cloven hooves behind him, as Deimos emerged from the shadows. The faun's staff glowed with the familiar sickly green light, as he reached for the back of the Captain's head-

"Steve, look out!" roared Bucky. He drew a pistol from his belt, firing three shots just over Steve's head. Deimos evaded the bullets, but the distraction opened him up to Pinkie, who bounced over and gave him a double kick to the side of the head. Bucky charged as the faun, bringing his metallic arm down in a devastating overhead smash, directly on Deimos' head, which was blocked by both of the latter's arms. Both human and faun pushed against each other, arms locked in a clash.

"Strong," growled Deimos, "But predictable."

"Whatever," Bucky grunted.

Deimos looked into the former Winter Soldier's eyes. On top, there was merely a layer of adrenaline, focused on the battle at hand. A brief green flash glowed in the faun's eyes, as he peered deeper in Bucky's brown orbs. Beneath lay fear, guilt, murderous instincts long buried...

"Interesting," chuckled Deimos, "You're more unique than I've been led to belie-"

The faun's words were cut off as he roared in pain. He reeled back, clutching the new gash on his left arm, courtesy of Bucky's combat knife. Grunting in frustration, the faun fired a beam of green energy at the soldier, which was quickly ducked under.

"Well, you're setting a great example, brother," Phobos snapped, as he punched Iron Man in the stomach.

"As if you have any room to talk," replied Deimos, continuing to fire at Bucky, "Your intelligence is comparable to-"

For the second time in about thirty seconds, Deimos was cut off in mid-sentence. This time, the interruption took the form of Wanda's red magic, grabbing both him and his brother in her telekinetic grip. Wanda swung her arms in an arc, clapping her hands, causing the two fauns to have their heads clapped together. Seizing the opportunity, Thor and Applejack rushed up to the fauns, sending them hurtling across the room with a buck kick and a swing of Mjölnir..

"An' that's what happens when ya mess with us!" declared Applejack, giving Thor a quick high hoof.

Grogar gritted his teeth in frustration, as the Avengers and the Elements of Harmony continued to pound his shadow ponies.

"This isn't exactly going according to plan," he snarled, giving a look to Sombra.

"Oh, I wouldn't be too concerned about them," the king answered, smugly.

Grogar opened his mouth to reply, but was cut off by a blast of repulsor energy knocking him across the room. Sombra casually watched him go, before turning to Iron Man.

"Not enough sense to hit us both, Stark?" he asked.

"Oh, no, I got that," replied Tony, "Twilight wanted a piece of you herself."

At the end of his words, Twilight Sparkle came hurtling across the room, wings spread wide. Sombra grinned, before igniting his horn with dark purple magic. A curved, angular black scythe materialized next to him, held in his telekinetic grip. He brought the blade in a wide sweep, but Twilight was able to dodge with a quick teleport. Before the king could pull the scythe back around, Twilight rammed into the handle, pushing against it with the raw magic coursing through her horn.

"You should've learned from last time," grunted the alicorn as she grappled with Sombra, "We stopped you once. We can do it again."

"Cute that you'd believe that," replied Sombra, "But delusional. Once I'm done with you, I think I'll visit that baby dragon pet of yours. Then perhaps you're irritating sister-in-law-"

"No you won't!" roared Twilight, pulling back and firing a magic beam.

Sombra grinned, before his entire body seemed to fade into a pure black, viscous substance. All physical features of the unicorn faded, leaving a shapeless black blob. A hole opened in the middle of the thing's body, allowing Twilight's attack to pass harmlessly through it. Tony immediately opened fired with both repulsors, but they were similarly avoided. Sombra's familiar green and red eyes appeared in the blob, and if he'd had a mouth at the moment, Tony was sure he'd have been laughing.

"So, uh, any ideas on how to deal with this guy, Twilly?" he asked, rocketing into the air. The space Tony had occupied mere seconds previously was smashed by Sombra's black tentacles.

Twilight didn't get a chance to reply, as Sombra's horn reappeared on his body, glowing deep purple. Suddenly, black crystal spires burst out of the ground, lunging at both Iron Man and Twilight. Though the spearing points missed them, they were slammed against the wall, pinned in place as more crystals were conjured.

Sombra's face reconstituted itself in the black smog, laughing as Tony and Twilight attempted to smash the binding crystals. Unfortunately, in his current position, Tony couldn't get enough leverage to break them apart with his fists, and Twilight couldn't aim her horn at them. Sombra conjured more tentacles, aiming them at the duo, only to be caught in the temple by a blast of gold light. Staggering, Sombra reformed his normal body on top of a crystal spire, turning to see Vision floating freely next to him.

"The machine," grunted the king brandishing his scythe, "Such a waste."

Vision turned his head, firing two quick beams from the Mind Stone. Tony and Twilight had their restraints shattered, and both sprang from their places on the wall. Twilight, fury fully visible on her face, launched another volley of magic at Sombra, which was ducked under. At the same time, Tony opened an arm compartment, firing a small missile at Sombra's pillar.

The crystals burst in a violent explosion, and King Sombra was sent plummeting from several meters in the air. He managed to catch himself with his telekinesis, but was unprepared for Rainbow Dash zooming at him, slamming him with the force of a bullet. The pegasus took the king all the way to the brick barrier, pushing him back-first into it. Sombra slid down a few more feet, landing on his rear.

"Yeah!" Rainbow shouted in triumph, diving down towards Sombra, her hoof pulled back for a punch, with Twilight on her tail.

Unfortunately for them, the unicorn had managed to regain his focus, and once more transformed into the black blob. Tentacles swiped out, smacking both flying ponies away. As the plummeted down, Tony rocketed backwards to catch Twilight, while Vision managed to snag Rainbow Dash out of the air.

"I'm really starting to dislike this guy," Tony grunted, firing another batch of repulsors at him.

Sombra was unable to shift fast enough to avoid the shots, and was pushed back into the wall. Vision followed up with another Mind Stone beam, though Sombra was able to snake his way around it. Sombra lunged at the android, but Vision altered his density, allowing the shadow to pass harmlessly through him.

"Impressive..." Sombra admitted, "But insufficient."

"We'll see about that, ya overgrown scuzzball!" yelled Rainbow Dash, charging at him again.

* * *

Grogar gnashed his teeth in frustration as he picked himself up off the wall. Iron Man's blast had sent him flying into the brick wall, impacting hard enough to crack the stone. Now he was climbing to his hooves, and he was not happy.

The ram turned his furious gaze across the room, where Steve, Scott, Bucky, Starlight and Thor were battling his shadow ponies. At the moment, the battle was clearly in favor of the Avengers, with only the dark unicorns even having any real effect on the battle. Bucky had been blasted onto his rear a couple of times, and even Starlight had trouble defending against their lightning quick spell casting. Despite this, the number of shadow ponies had been reduced to half overall. Grogar clenched his teeth, channeling his magic through both horns, charging a large ball of black light between them, taking aim at the Avengers.

"I would advise against that action," said a voice.

Grogar whipped his head around, but he wasn't fast enough. The Black Panther came right at him, performing an elaborate flip, bouncing on the balls of his feet over to the ram. T'Challa rammed his foot right between Grogar's eyes, impacting hard enough to crack bones. Grogar was thrown off his hooves once more, but this time, he managed to recover himself with some self-telekinesis, levitating just off the ground.

Black Panther stood in opposition to the necromancer, popping his claws from their hiding places. Rarity and Black Widow dashed up next to him, standing in battle positions.

"You know," said Grogar, his red eyes glowing, "Deimos finds you humans interesting. Personally, I've always thought you were exactly as irritating as you'd expect hairless apes to be."

"Shame on you, sir!" Rarity snapped, "How discourteous! And on the basis of their species, at that!"

Natasha game a small smile. "I like her already."

Grogar glared at Rarity. "I despise ponies like you," he growled, "I'll enjoy disposing of you."

Magic coursed through the ram's curved horns. Bolts of black electricity formed at their tips, before lightning lanced forth from them. Rarity gasped, before igniting her horn with blue light. The resulting spherical blue barrier narrowly managed to protect the trio from Grogar's attack.

"I may not be the-urgh...mage that Twilight is," Rarity grunted, "But I can still-rrr hold my own!"

"Good enough for me," said Natasha, aiming her Widow's Bite.

She fired through the inside of Rarity's forcefield. The electrified disk was narrowly avoided by Grogar, but a second one found its place on his rear left leg, sending a shock throughout his body. T'Challa took the opportunity to rush forward and seized the ram by both horns.

Unfortunately, the Wakandan prince hadn't prepared for Grogar to recover as fast as he did. The ram roared in fury as the panther grabbed him, focusing his magic into his bell. The brass instrument shook, and the resulting note hit with impossible force. The sonic blast not only prompted Rarity and Natasha to slam their front appendages over their ears, but sent T'Challa hurtling across the room.

The two remaining fighters didn't have time to follow their ally, as Grogar came charging straight at them, horns in prime position to stab them. Natasha, having more experience, managed to seize the petrified Rarity around the midsection, leaping away from the ram, and gripping the stone wall. Recovering, Rarity managed to aim her horn at Grogar's flank, sending a beam of pure, cyan magic right into him. His momentum altered, Grogar crashed headfirst into the brick once again.

"Nice," Natasha complimented her unicorn friend, "Wouldn't expected that kind of reaction time from you ponies."

"I'm not what one would call a fighter, darling," responded Rarity, "But one must take care of themselves!"

Across the room, T'Challa grunted as he lifted himself up once more. A lone shadow pegasus dived down to try and smack him, but the Black Panther sliced off its head, casually disintegrating it.

He looked over to the ones he'd been fighting alongside before. Natasha and Rarity were currently dodging more lightning blasts from Grogar, who was more furious than ever. He couldn't hit them, but there wasn't much of an opening for them to return the favor. T'Challa turned his gaze over, finding Wanda, Applejack, and Pinkie were trying to deal with Phobos, who was blasting with wild abandon. The king grinned to himself underneath his vibranium mask.

Crouching on all fours, T'Challa made a springing leap towards the attacking faun. He grabbed onto Phobos, digging his vibranium claws into his enemy's shoulders. Phobos howled with fury, before the Panther planted his feet on the ground, and heaved Phobos over his head. The faun slammed into the ground headfirst with a satisfying crack.

Wanda blinked in surprise. "Um...thanks, Your Highness," she finally replied.

"My pleasure, Miss Maximoff," said T'Challa, "Now, could you help me deal with another problem?" He pointed over to Rarity, Natasha, and Grogar.

Applejack, Pinkie, and Wanda looked over at the scene, before a smile found its way onto all of their faces.

"We're way ahead of ya, partner!" said the earth pony, pulling out her lasso.

She rushed towards Phobos, tossing the loop of the rope around his ankle. She circled the still recovering faun, tying him up into a bundle. Phobos tried to focus energy into his staff, but Wanda seized him with her magic grip before he could do so. Levitating the struggling faun, Wanda guided him over to Pinkie's party canon, not bothering to question why it had appeared out of nowhere, and crammed him inside. Pinkie aimed the cylindrical device at Grogar.

"Gangway, everypony!" she shouted, before bringing her hoof down onto the button.

Phobos was launched across the room like a bullet, accompanied by flying bits of confetti and streamers. The faun slammed headfirst into Grogar, and the ram was completely thrown off by the impact. Natasha and Rarity took the opportunity to hit him with another taser disk and magical bolt, causing the necromancer to crumple against the wall, alongside Phobos.

The Avengers and ponies advanced on their enemies, but a massive burst of yellow light cut them off before they could get close enough. When the blast cleared, they were faced with Phobos, freed from his bonds, along with Grogar. Neither of them looked happy.

"You..." Phobos snarled, gnashing his teeth as saliva flew from them, "You will know true fear!"

He ignited his staff, a ball of yellow magic forming at the tip. He stabbed it into the floor, and the light broke off from his staff. The ball turned into a writhing mass, the light seeming to take on actual physical skin. It grew longer, forming a thin, flexible body. The sickly yellow light turned into pale green scales, and a head formed at the tip. The team found themselves facing what appeared to be a massive serpent, nearly dwarfing the Hulk.

Rarity, Pinkie, and Applejack gasped, drawing themselves back, and Natasha put herself on guard, but Wanda and T'Challa had no reaction at all. Before anybody could ask a question, Wanda focused her power, forming a ball of energy between her palms, pointed it at the giant snake, and fired. The beam of red energy passed through the reptilian beast as though it didn't exist, and Phobos, standing directly behind the illusion, was knocked off his feet once more. The snake seemed to actually fade away like mist.

"We saw your illusion powers in Wakanda," said Wanda, "Did you think we wouldn't remember it?"

Pinkie blinked, then began to laugh. "That wasn't so scary!"

Grogar groaned, placing his hoof against his head. "You are so unimaginative, Phobos. Your brother's right, you are an imbecile."

* * *

Sombra's tentacles had slammed into pretty much every reachable surface in the shrine. He now had Steve, Tony, Twilight, and Rainbow attacking him (Vision had left to deal with Deimos), and all four were proving rather difficult to hit.

"Just hold still!" he snapped, conjuring a pointed crystal and firing it at Tony and Twilight, "I'll eviscerate you humans!"

"Lotta tough talk for a guy whose name isn't recognized by spellcheck," Tony retorted, looping around the crystal, Twilight following him. Tony crossed both arms over his chest, charging up his unibeam, and firing it directly at Sombra's head. The altered unicorn created another shield-shaped crystal, and the beam ricocheted off, flying right at Steve.

Twilight shouted in frustration, trying to form a barrier around Steve, but the repulsor beam was moving too fast. Thankfully, the Captain's reflexes were fast enough to raise his own vibranium disk to intercept the attack. The bad news was that the beam was reflected off of the shield, and right back at its sender. Tony was quick enough to zip to the side, allowing the beam to only graze his right arm and leg, but was still sent tumbling through the air by the force. Stumbling, Tony managed to right himself, patting the sparking sections of his armor.

"Watch it, Rogers!" he yelled to Steve, angry.

"Hey, I didn't see you!" Steve shot back, leaping over another one of Sombra's tentacles. He did not apologize.

Grunting, Tony opened a compartment in his suit's wrist, producing a laser emitter. He turned the beam to the ceiling, slicing off a few chunks of rock directly above Sombra. The stones slammed down on the unicorns head, but some came dangerously close to hitting Steve. The Captain was forced to roll to the side to avoid them.

"You did that on purpose!" he shouted at Tony, fury evident in his exposed features.

"Didn't see you," Tony responded, his tone of voice clearly mocking. Steve looked even angrier.

"Hey! Hey!" exclaimed Twilight, hitting Sombra with another beam, "Could we maybe focus on this after the battle?!"

Sombra whirled on the alicorn, but Steve chucked his shield at his face, knocking him off course. Rainbow Dash struck him across the jaw, staggering him.

Growling, Sombra compressed his body back into his true form, avoiding more blasts from Tony. He picked up his scythe.

"Phobos! Deimos! Grogar!" he shouted, "We are leaving!"

The shadowy unicorn ignited his horn, forming a pool of pure black energy beneath him. Similar pools formed under each of his minions. Before any of the ponies or Avengers could react, all four were pulled into the pools, completely vanishing from view. The pools compressed, and finally disappeared. The team was left by themselves, the shadow ponies all destroyed, with their adversaries gone.

Sam flew down from the room, his wings automatically folding back into his pack.

"Well," he said, "That could've gone better."

"Oh, yeah," Tony snorted, popping up his mask, "We didn't catch a single one. Great day, everybody!" He clearly gestured at Steve.

Steve glared at him, gripping his shield as he prepared to throw it again.

"Whoa, there, partner!" said Applejack, putting her hoof on him, "Fightin' with each other ain't gonna help."

"She's right," said Twilight, floating over to Tony.

Iron Man and the Captain glared at each other once more, before turning away. Twilight and her friends could feel the tension in the air, but nopony had any clue how to address it. The other Avengers felt it as well, but none of them interfered, for reasons only known to them.

"Uh, hey!" said Starlight, clearly uncomfortable, "How about we look at that alter?"

"Yes! Great idea!" said Rainbow, speaking louder than she needed to.

Twilight flew over to the alter, followed by her friends, and the Avengers, though Steve and Tony stood on opposite ends. Deciding not to focus on it, Twilight took a close look at the stone alter. Age had eroded it, though the remains of what might have been writing remained in the stone. Focusing her eyes, Twilight noticed a spot where the top didn't clearly join up with the sides. Focusing her magic, Twilight grabbed the loose section, and pulled.

As suspected, the loose stone was a lid, revealing a small, hidden compartment. Inside were two objects. One was the mirror Deimos had taken from the Castle of the Two Sisters. The other was a small, rectangular tablet, carved out of a slab of black marble. Etched into the stone were strange symbols, clearly arranged in sentences, but unreadable. Starlight levitated it out of the socket.

"I don't recognize this script at all," she said, staring perplexed at the object, "Do you, Twilight?"

The Princess of Friendship examined the tablet.

"No," she responded, "I hope we can find somepony who does."


	11. Chapter 11: Aftermath

Chapter 11: Aftermath

 **Equis, Ponyville**

To say that everyone was a little worn out after the fight would be an understatement. Sure, there were no serious injuries, but everybody (and everypony) had been smacked around at least once. Tony, Steve, Rainbow, and Twilight had probably taken the brunt of it, fighting Sombra for as long as they did. Thus, it was decided that everyone should return to Twilight's castle to relax, before making their next move. They didn't manage to get back until sunset.

Steve rubbed his head as he slid back into his chair, Applejack and Bucky taking their places next to him. Twilight had cast a duplication spell, creating more chairs, before sitting alongside Tony. The remaining Elements, with the exception of Rainbow (with Sam), hadn't had a chance to bond with their human allies yet, and so were scattered amongst them, though Spike gravitated towards T'Challa. Celestia, Luna, Cadence, Thorax, and Shining Armor sat at the far wall, Thor closest to them.

The team relayed the news. It was not well-received.

"So," Celestia sighed, "Once again, Sombra plagues us."

Fluttershy squeaked in fear. Bruce looked to his teammates in confusion, noticed by Luna.

"Sombra is a vicious, evil stallion," she informed him, "A thousand years ago, he took over the Crystal Empire, only to be stopped by myself and my sister. However, he cursed the Empire to disappear for one-thousand years, only reappearing recently. The last time we saw him, he was destroyed by the magic of the Empire."

"Evidently, not really destroyed," Tony snorted.

"He shattered like glass!" Rainbow snapped, "You ever see anypony come back from that?"

Tony had no response.

"I don't get it," said Cadence, "His objective's usually the Empire, always the Empire. If he can have this Grogar raise an army, why didn't he just attack it again?"

"My guess is that he's learned," said Twilight, "Both times he tried a straight assault, he failed. Sombra's got some large-scale scheme going on here. Enough to warrant the use of magic to travel across the universe to another planet."

"How did he know our names?" asked Sam, "He knew what the Avengers were. He knew where to go to get the vibranium, and Stark's tech. How could he-"

"Scrying spell," said Starlight, "Sombra's one of the most powerful mages of Equestrian history. If he could create that warp spell to get Phobos and Deimos to your planet, simply observing it, gathering information about Earth society wouldn't be much of a challenge."

"How did he do that..." Natasha stumbled over her words, "Morph thing? Where he changed his own shape?"

"I'm...actually unsure about that," Twilight admitted. She turned to her teacher.

Celestia looked a little apprehensive, but answered.

"What we know of Sombra's past is...sketchy, at best. He was once a normal pony, albeit one of the most talented magic wielders of his generation. He was born into a middle-class family in the Crystal Empire. After completing his education, Sombra left his homeland, apparently to research different types of magic. That's where details get...lost.

"One day, Sombra returned, and claimed the position of ruler in the Crystal Empire, killing its current monarch. Nopony ever learned exactly where his new powers came from, or why he had such a drastic change in attitude. It was clear he was utilizing dark magic, which is known to have corrupting influences on its users, like enhancing their negative emotions, inducing mental illnesses, but nothing resembling what happened to him."

"She's right," said Thor, "I was there. Ponies were afraid to even speak his name."

"But Princess Celestia," Rarity chimed in, "Sombra doesn't even have a Cutie Mark now. What could happen to a pony that causes them to lose it?"

Luna took over, "There were...rumors we were never able to confirm. Rumors that Sombra had made contact with...something ancient and evil. That he traded his Cutie Mark in exchange for his powers to some sort of eldritch entity. Unsubstantiated, but still..."

"I've noticed these...Cutie Marks, you said they were called?" said Vision, "I've seen those on most ponies, but they appear different on everyone. What exactly do they signify?"

"The simple answer is that a Cutie Mark represents each and every pony's individual special talent, appearing on their body once the pony discovers what that is. The thing that pony does best," said Celestia, "The long answer is that a Cutie Mark is an expression of the deepest part of a pony's inner being. Thor told me once that humans called it a soul. Essentially, Cutie Marks are physical representations of ponies' souls. If Sombra gave his up..." Celestia breathed, nervousness visible on her face, "I shudder to think what he gave away in addition."

Wanda noticed that Starlight flinched at Celestia's words, sweat running down her forehead.

"So, basically, he made a deal with the devil," chimed in Tony, "I'm pretty sure this is the most ridiculous day of my entire life."

Twilight elbowed him in the hip. "This is serious," she hissed at him, "Try to keep your focus."

"There's more," T'Challa said, before anyone could comment on Tony's quip. He hand Celestia the stone tablet, along with the mirror they'd retrieved from the shrine. "We discovered these in the aftermath of the battle."

The solar alicorn took the slab in her magic, looking over the ancient text.

"This language is familiar to me," she noted, "But I'm not sure where it comes from. I think it resembles some texts from Starswirl's collection."

"That was my first impression," said Twilight, "Maybe if I look at it in the morning, I can at least narrow it down. Figure out the country of origin."

"Um, not to draw attention to the elephant in the room," said Scott, raising his hand, "But how are we going to deal with this Sombra guy? We have no idea where to look for him again."

"There's an elephant in the room?!" exclaimed Pinkie, jumping onto Scott's head and looking in every direction, "Where?! Where?!"

"There's actually a solution to that," said Tony, speaking seriously this time, "Twilight and I have been talking about magic from a scientific standpoint. With some equipment we brought back from Earth, along with three geniuses," here he clapped Bruce on the back, "We should be able to find a way to trace Sombra's magic." Twilight beamed proudly.

"Excellent," said Thor, scooping up Mjölnir once more, "I believe we have finished up all of our business for the day."

Celestia, Luna, Cadence, Thorax, and Shining Armor climbed to their hooves.

"We all have business back in our castles," Luna announced, "If Sombra does appear, we'll call."

"Good," said Steve.

Thor put a hand on the white alicorn's shoulder. "You have my word, Celestia," he told her, "We will take him down."

Celestia gave him a small smile. "You always were good at reassuring," she answered, "Though the removal of your boasting is a vast improvement."

Thor gave a small chuckle, as the assembled royalty and changeling headed for the door. Twilight suddenly had a recollection, jumping out of her chair and running after her former mentor.

"Prin-I mean, Celestia!" she called, putting a hoof on the much larger alicorn's tail, "Could I talk to you in private for a minute, there's something I wanted to-"

Twilight was almost knocked onto her rear as Celestia yanked her tail away from the lavender alicorn. Twilight looked up at Celestia's face, unsure of exactly what she would see. The expression on the solar princess's face was filled with shock, but looking closer, Twilight could see that something lay beneath all of that. Something she couldn't recall seeing on Celestia's face over all of the years that they'd known each other. It was pure fear.

"I, er," Celestia mumbled, looking everywhere but at Twilight's face, "I've got something that urgently requires my attention back in Canterlot, Twilight. Could this wait for another day?"

"Yes..." Twilight breathed, attempting to keep the hurt that she felt out of her voice. She wasn't doing a good job.

Luna looked at her sister, her face sympathetic, but she didn't speak. The assembled royalty departed, leaving the Elements, the Avengers, Spike, and Starlight alone.

"So, we should probably show you all to a place you can stay for the night," Starlight broke the silence.

"Don't worry," said Spike, "We've got more than enough rooms for all of you!"

* * *

 **Equis, Somewhere**

"Idiots!" screamed Phobos as he blasted another loose boulder into oblivion, "We lost because of you! Because you're all incompetent!"

"Oh, really?" Deimos snarked, "You summoned an illusion of a giant snake. You know that they saw your illusion powers back on Earth, yet you tried it again. You are utterly wasteful of your fear powers, brother.."

"For once, Deimos and I are in agreement," snorted Grogar, "Your pathetic display served only to give the humans a good laugh."

"But-but..." Phobos stammered. He turned to the back of the cavern, where Sombra sat in quiet meditation. "Master, you can't believe them! It wasn't my fa-"

A long tentacle of darkness slammed into Phobos' side, smacking him across the room. The faun crashed into the rugged stone, dazed. Deimos and Grogar started to laugh, but stopped upon realizing they could easily meet the same fate in the next few seconds.

"Your bickering irritates me," said Sombra, turning back to his minions, "Do not forget who you take orders from. Phobos, Deimos, do not forget who it was that released you from the unholy depths of Tartarus. Grogar, remember who it was that gave you a purpose once your village cast you out for your necromancy."

"Y-yes, Lord Sombra," Deimos squeaked.

"M-master," Grogar breathed, "Please, forgive-"

"I'm not angry over the battle," Sombra chuckled, a smile forming on his muzzle, showing his sharp fangs, "I intended for us to lose. Its purpose was merely to collect additional observations on the Avengers. To make sure my estimates of them were accurate."

Grogar exhaled in relief. "Truly, you are wise beyond all, Master," he said, dropping into a low bow.

"Flattery will earn you nothing," said Sombra, turning his nose up at Grogar, "Fortunately, my plan has progressed exactly as anticipated. You saw the way our enemies behaved. The Elements of Harmony have formed bonds that may be unbreakable, even with our resources. Discord himself couldn't keep them apart for long. The Avengers, on the other hand..."

Sombra walked to the front of the cave, casting his gaze skyward. Luna's moon had just barely risen into the midnight sky, a silver sphere against the blanket of darkness.

"The Avengers are divided. They're already starting to distrust each other, letting rage cloud their minds. All we need to do is properly exploit it. Next time we face them, we simply apply pressure to those points, and watch as they crack. Without their human allies, the Elements of Harmony will be no match for us."

He turned back to his henchmen before continuing. "Celestia has begun to crumble from guilt. I will take the honor of breaking her will myself. Luna will fail to put up any meaningful resistance compared to her sister, as she always does. Then I will kill Princess Amore, displaying her body on the wall of my castle as a sign to any who would defy me. Then, from my Crystal Empire, I will conquer any and all that remains of planet Equis, before we move on to Earth, and crush those pathetic humans under my hoof."

"A beautiful vision, Lord Sombra," Deimos nodded, though he didn't bow. He knew how too much brown-nosing could lead to disaster.

"Yes, yes, beautiful," Phobos chimed in, shoving his brother out of the way to bow to Sombra. The king glared at him.

"Phobos, you did manage to fail me in one capacity. Who was responsible for the keeping of the tablet?"

"Oh, don't worry, Master!" said the faun, reaching into his bag, "I've got it right...right..."

Phobos continued to rummage through the sack hanging at his side, desperate to find the slab he'd been ordered to guard, but it was nowhere in sight. The faun tried to spit out an explanation, but was seized in Sombra's magical grip.

"The loss of the tablet and the mirror are inconsequential to my plans," said Sombra, "We will retrieve them once victory has been achieved. But it still creates an irritating inconvenience. Thus, your punishment."

Over the next several hours, Deimos and Grogar thanked whatever deities existed out there for a considerably odd blessing: the fact that they weren't the ones being bounced around a cave like a pinball.

* * *

 **Equis, Ponyville**

Dinner had been served among the cross-species assembly. Night had fallen, and the Avengers were making their before bed preparations. Twilight and Applejack walked side by side down the shining crystal hallways, making as little noise as possible. None of the Avengers had been placed in this wing of the castle, but they could easily just be wandering around, looking for a bathroom or something. Twilight had certainly gotten lost in her own home more than once over the first few weeks. Better to be safe than sorry.

"You know I wouldn't have asked you to meet me like this if it weren't vital, right?" asked the princess.

"Sure, Twi," answered Applejack, "But is this about Princess Celestia?" 'Cause Ah think all of us should be together for-"

"It's not that," Twilight cut her off, "Though that does bother me. It's more about the Avengers. None of the rest of us have managed to bond with them as closely as you and I, with you hanging around Captain Rogers so much, and my work with Tony."

Applejack listened closely as Twilight continued. "Maybe it's not our place, given that we've known them for less than two whole days, but I can't shake the feeling that something's off about them. Like, they're fighting about something. It's especially visible between Steve and Tony. They're clearly angry at each other. You saw how they acted during the fight. They're keeping something from us, but I don't know what it is. Like I said, it may not be any of our business, but I'm worried about them."

Applejack bit her lip, clearly apprehensive. She looked away from Twilight, unsure of exactly how to continue this conversation. Applejack was the Element of Honesty for a reason, but over the years, she'd learned that telling the truth wasn't always a black and white situation, where telling the truth automatically made everything okay, or where what was right and wrong was automatically clear cut.

"Applejack," Twilight started, "Did Steve tell you something?"

Applejack sighed, before deciding to go as far as she could without actually betraying Steve's trust.

"Yeah," she admitted, "He told me a bit about why they're fightin', though Ah don't know everythin'. There was a pretty big disagreement back on Earth. But he made me promise Ah wouldn't tell. He doesn't want to deal with it, especially right now."

"Alright," replied the Princess of Friendship, "I won't ask you to break a promise to a friend. But you know how some secrets are better being put out into the open. Remember when I was keeping secrets for both Rarity and Fluttershy, and it kept getting worse and worse until they finally admitted the truth?"

"Of course," said Applejack, "But this ain't a modeling career nopony wanted. This is on a bigger scale."

"I understand," said Twilight, "But this rift between them is causing more trouble than it's worth. What if it ruins our attempts to stop Sombra?"

"Ah don't have an answer, sugar cube," Applejack responded, "It's not like we can just cram 'em all in a room and force 'em to talk it out. What can we do?"

Twilight looked back up at Luna's moon. Loathe as she was to admit it, she didn't have any idea how to solve this friendship problem. Especially because she didn't know what the problem even was.

"We need to talk to them more," she finally said, "We need to figure out what exactly is going on, and fast. Before it costs them everything."

* * *

 **Got something really good planned for the next chapter. No spoilers, but it involves Bucky.**


	12. Chapter 12: Winter Moonlight

Chapter 12: Winter Moonlight

 **Equis, Canterlot**

Princess Luna sat content on the balcony of Canterlot Castle. Celestia had already gone to sleep, having finished her business for the day. The royal night guards were on patrol, covering all possible entrances to the castle. The ponies of Canterlot City had gone to their beds, with the exception of the businesses that stayed open at night for who knows why, and Luna herself was left alone, having arranged the stars and moon into the night sky.

Contrary to what one would expect, Luna was happy.

While isolation was an unpleasant experience for her, considering the one-thousand years of it she was forced to endure on the moon, this was a different case. Luna had come a long way from her jealousy that ponies didn't meander about under her night. Since she'd devoted so much more time to being Equestria's Guardian of Dreams, she'd learned just how short-sighted she'd been before. Ponies did appreciate her night, but unlike Luna, who could go for weeks without going to her bed if necessary, they did need to sleep. And the kind thoughts of ponies in their dreams brought her far more happiness than if she'd had Celestia's position.

With a peaceful sigh, Luna sat down on her knees, igniting her horn. Silver light traveled up the curves of the appendage, and when Luna opened her eyes, she found herself in the familiar location of the Dreamscape. The purple, formless ground stretched out for eternity in all directions, with countless wooden doors springing into existence.

Here, Luna briefly hesitated. She thought back to the advice Celestia had given her, regarding her ability to help Equestria's extraterrestrial visitors with their personal problems. Luna didn't distrust the Avengers, as they'd given her no reason to, but she hadn't bonded with any of them either. The only one she was even remotely familiar with was Thor, and he was fine. She was left unsure of where to start, even as she mentally felt through the Dreamscape, laying the doors to all the Avengers' dreams in front of her.

Taking a look at the identical brown portals standing in front of her, arranged in one neat row, Luna considered her options. She finally decided to begin with her usual tactics by merely probing the dreams. Luna understood the need for privacy, and thus didn't actually project herself into a pony's dream unless she felt like she really needed to. Instead, she reached out mentally, allowing her mind to get a general grasp of the dreamer's emotions. She could also modify dreams without actually entering them, but it was less refined that way.

The reaching arms of Luna's magic placed their fingers into the dreams of the Avengers, and the dark alicorn was assaulted by a flurry of new emotions. There was fear, though most of the team had seemingly mastered the ability to overcome it by that point. Grief emanated from a few, though it felt particularly strong around King T'Challa, who seemed to have lost someone close to him recently. Luna decided to stay away from his for the moment, not wanting to invade his private life.

One dream intrigued her. While most dreams were generally built around one memory or emotion, this dream was a massive, jumbled mess of various feelings, and multiple memories were being brought to the surface in the process. Luna's mental feelers weren't properly relaying the dream's emotions to her. From the outside, Luna couldn't even be sure whether or not she was looking at a nightmare. This had happened before, and Luna felt sure she could handle it. So she grasped the dream with her mind's grip, and pushed herself in just a bit deeper-

 _Hundreds, possibly even thousands of faces, staring at him from all directions, their condemning gazes piercing his body. Why hadn't he been punished-_

 _His metallic hand, wrapped around a throat of weak flesh, watching as the life faded from the human eyes-_

 _The target, hidden behind a woman with red hair. He fired, knowing the bullet would pass through her-_

 _The man with the white hair, looking at him, saying a name that was once his. He brought his fist down on the face, again and again-_

 _Sitting alone in a void, cold, as he slept, hoping that in the outside world,_ he _would have given up-_

Luna almost screamed as she mentally leaped out of the Dreamscape, her eyes snapping open. She crumbled to her knees, her breath coming in small gasps of air, as she grappled with what she'd just experienced.

Luna had dealt with emotionally heavy dreams before, and she was now reminded of her work alongside Equestria's few traumatized war veterans. But this was far, far more turbulent than anything she'd ever encountered in her long life. All she could feel was guilt, self-loathing, fear, and hopelessness. She fought back the urge to burst into tears, reminding herself that these emotions weren't her own, although they felt somehow familiar to her, in a way she couldn't place...

Luna cast her mind back into the Dreamscape, grabbing the dreams of all the Avengers once more. She sorted through the dreams frantically, looking for the one she'd touched before, but it was gone. Not in the sense that the dream had changed, but there was no longer a dream emitting from that particular person. The only explanation was that the person had awoken.

Luna cast her gaze across the horizon, towards Ponyville.

* * *

 **Equis, Ponyville**

Bucky sat quietly on the crystal balcony, thankful that there was already a chair placed on it. He couldn't sleep, but he was still exhausted. Lying on his back at least made him feel a little relaxed.

The dream again. He didn't have it every night, but it popped up pretty frequently. No matter how many times he woke up in a cold sweat, he could never go back to sleep after having it. At least not right away. So, what the hell, let's look at the stars.

Bucky took in all his surroundings as he stared up at the night sky. Equestria's sky was clearly not Earth's, especially the moon, which didn't have the "Man in the Moon" everybody else swore they could see but Bucky sometimes doubted the existence of. None of the constellations were recognizable. Despite this, there were similarities. The moon seemed to hang in the same place in the sky at this time of night, and Bucky had spent enough sleepless nights to know.

He felt the smooth, cool crystal floor of the balcony with his bare feet. Instead of relaxing him, it actually made him feel nervous. Since he'd been brought out of stasis and de-programmed, he'd had to get used to casual clothes and beds that weren't derelict again, and progress was slow. He's been the Winter Soldier for seventy years (though the time spent outside of the cryogenic chamber only amounted to about five), and had been on the run for two more. Having a soft bed, being capable of walking around in public without making himself unrecognizable, and now staying in an entire castle of crystal all felt wrong, somehow. It was as though a hole opened in his chest, constantly allowing guilt and shame into his being, making everything seem hollow and meaningless.

"Excuse me, Sergeant Barnes?" came a rather soft voice from behind him, follow by the fluttering of a large pair of feathery wings.

Bucky turned in his seat, finding himself face-to-face with one of the alicorn princesses, floating in the air next to the balcony. Her navy blue coat, accompanied by her starry blue mane, and the crescent moon mark on her flank, reminded him that she'd introduced herself as Princess Luna, Ruler of the Night. Apparently, she controlled the moon itself, bringing it into the sky when the day was over (that was so hard to wrap his head around).

"Oh, uh, hello, Princess," Bucky stammered, trying to figure out what would be proper for this situation, "Did you need to talk to Steve, or Stark, or-"

"Actually, Sergeant Barnes," said Luna, trying to keep her voice strong, "I was hoping to speak to you. If it wouldn't be too much trouble...?"

"Sure, sure," Bucky answered, confused as to why she wanted him out of all Equestria's otherworldly visitors, "That's fine, Princess." He indicated the chair next to him.

"Thank you, Sergeant Barnes," said Luna, settling into the chair, "And please, call me Luna. No need for formalities here."

The two sat side-by-side, gazing up at the moonlit black blanket, dotted with silver stars. Luna took a deep breath, wondering exactly how to approach this conversation. Barnes had clearly gone through multiple terrible experiences, and she feared accidentally bringing his trauma to the surface in an attempt to help him. She hoped her indecisiveness wasn't frustrating Barnes. Luckily for her, Bucky's mind was elsewhere, almost forgetting the alicorn was next to him. In an effort to get out of his own head, Bucky broke the silence.

"So, you're the one that controls the moon on this planet?" he asked, as though this were an everyday question.

"Oh! Yes! Yes," Luna responded, caught off-guard, "Thor tells me your sun and moon move on their own, by gravitational forces, I think?"

"Yeah...yeah," Bucky murmured, his heart clearly not in the conversation they were having.

Luna gritted her teeth. They were getting nowhere. She'd have to take the initiative.

"Sergeant Barnes," she started, choosing her words carefully, "According to Thor, this concept exists only in fiction on Midgard, but in Equestria, I serve as the Dream Guardian."

"You serve as what?" Bucky asked, his curiosity piqued.

"Every night, as our subjects sleep, I travel in the realm of their dreams," Luna explained, "I can interact with the dreams of anyone in the country, even projecting myself inside of those dreams, and alter them. At the moment, that includes..."

"Oh," Bucky responded, simply. His expression didn't change at all. If he was angry, he was excellent at concealing it. "That's how you knew I was awake."

"I-I didn't go all the way inside!" Luna insisted, holding up her front hooves, "I don't invade the privacy of anypony unless they're having such mental trauma that I consider it necessary. I just felt the emotions you got from the dream, and saw a couple of images. I'm sorry, but I-"

Bucky cut her off with a wave of his metal hand. "I should probably apologize to you," he nonchalantly said, "Experiencing any part of that is painful. I'm sorry." He leaned back in his chair, returning his sight to the sky, though his eyes clearly weren't focused on it.

Luna stared at him, bewildered. Usually, a pony was at least a little angry at her intrusion into their dreams, until she talked them down. Barnes, on the other hand, apparently didn't care. He shrugged off all of the agony he was going through, and dismissed Luna's entry into his mind. It was as though he didn't care about himself at all.

"Listen, I..." she stumbled over her words, "I wish to help you. Please, can you tell me what happened to you?"

Bucky sighed, though with resignation, not reluctance. It was as though he had nothing better to do than tell his deepest darkest secrets to someone who was almost a complete stranger to him.

"Back on Earth, Steve-Captain Rogers-and I fought in the second world war. I fell from a cliff during a mission, and they assumed I was dead. The only reason I managed to survive the fall was because of experiments the enemy-an organization called Hydra-performed on me in captivity. Unfortunately, they'd anticipated that. They found me, bleeding and half-dead." He held up his metal arm. "I have vague memories of them cutting off the real one." Luna gasped in horror.

"Once they had me, they continued the experiments. They made me a super soldier, the physical equal to Steve. Then they spent years psychologically programming me, brainwashing me, until I was completely under their control. They wiped my memories, and my mind was buried in my brain, becoming their drone. I became the Winter Soldier, the most dangerous assassin in Earth's history. Most people didn't even know I existed. They put me in cryogenic suspension-froze me in ice-between missions so I didn't age, and they could get as much out of me as possible. I was on and off for about seventy years, until after Steve came back." Noticing her look, he elaborated, "Steve fell into the Arctic Ice at the end of the war. He spent the entire seventy year period asleep.

"Hydra eventually despatched me to deal with Steve. Once he recognized me, I started to break through some of the programming, and I ran away. Steve eventually took down Hydra, and I basically wandered the planet, my memories returning bit by bit. Steve eventually found me, and Maximoff managed to deprogram the code words they put in me to ensure total obedience."

Bucky turned back to the princess of night, expecting her to recoil from him in pure horror. She'd scream at him, tell him to get off her planet, maybe even smack him across the face with her hoof, considering how peaceful these ponies seemed to be. He actual reaction did have horror in it, but it wasn't directed at him. Luna's face was filled with sadness, tears threatening to drip from her blue orbs. It wasn't the look of one who'd been betrayed by a close friend, but one who'd just learned of all the agony their friend had gone through, and they'd never suspected. Luna placed her forehoof against her breastplate, breathing heavily.

"I...I am so...so..." Luna mumbled, seemingly afraid of whatever she would say, "I know this means practically nothing, but I am so sorry. Nopony...no living creature deserves to live through that."

Bucky was surprised at her reaction, but he paid it no heed. He looked away from her again. Sympathy was another reaction he'd experienced, but it made no difference to him. The next words that came out of his mouth weren't ones that he planned to say, but they tumbled out of their own accord. After all, they'd been marinating in his head for months, and he'd never been able to tell them to anyone.

"I keep telling Steve to just leave me," he stated, as though this were an obvious idea, "That I'm not worth saving, that he needs to live his own life. I've done more than enough to warrant it. Hell, back when we fought, I actually put a couple bullets in him." Bucky hung his head at the thought. "He won't listen."

Luna reached for Bucky's shoulder with her hoof, but drew it back, afraid she'd be patronizing him. She looked down at the crystal floor of the balcony, desperately looking for something to say. A thought occurred to her, and she mentally slapped herself for taking so long to realize it.

"The truth is, I..." she started, choosing her words very carefully, "It's not exactly like your situation, I readily admit that. But...I think I can relate, perhaps a little."

Bucky raised his eyebrows. This certainly was not the direction he'd expected this conversation to take.

Luna elaborated. "Over one-thousand years ago, I grew rather jealous of my sister. In her sun, ponies were happy and active, enjoying all that life had to offer, but they slept through my night. I was indignant. No pony ever seemed to care about the night I put so much work into, or me at all really. I was practically non-existent. Thus, I reached out to shadowy forces...and made a deal.

"They gave me power, enough to oppose Celestia. They promised ponies would learn to love my night, even if we had to beat that appreciation into them. I didn't think about what I was doing, I just agreed. By the time I'd considered the price, it was too late. I'd become Nightmare Moon. She-I say she, as though she were a completely separate entity, but part of her was definitely my darker desires-refused to lower the moon, promising to Celestia that the night would last forever. She attacked my sister, promising she'd destroy everything we'd built together, building a lunar empire. My sister, unable to help me, was left with no choice. She banished me to the moon for one-thousand years.

"I don't remember those years very well. I think I spent most of them asleep, as I waited for the seal to break, knowing Celestia couldn't do it again. Once I did return, Twilight Sparkle and her friends were able to use the Elements of Harmony to cleanse the Nightmare from my soul and body."

Luna turned to Bucky. The man's facial expression hadn't changed much during her story, but it was clear he was listening closely. Luna smiled bitterly, and grew brave enough to place a hoof on the man's shoulder.

"Like I said, I know it's not the same," she continued, "But we both have pasts of being monsters. And unlike you," she looked down somberly, "I'm responsible for mine. I invited the Nightmare into my being. You never had any choice. While I've come a long way towards dealing with my guilt-thanks, again, to Twilight Sparkle-as far as I'm concerned, I'm still paying off my debt. If you look at us both, I'm far worse by comparison."

"Did you manage to kill anyone?" Bucky sprung on her, catching her off-guard. Luna shook her head. "Then you're still the better one."

Bucky pushed Luna's hoof off his shoulder, climbing to his feet, and turning his back to her. Looking at his full figure, Luna thought she could see his back slouch, as though carrying a great burden on his shoulders.

"Sergeant Barnes, please," she insisted, "You were being controlled by this Hydra. I saw your dreams, you're being torn apart by remorse. You're not the Winter Soldier. Nothing that happened to you was your fault."

"Steve's told me the same thing. A lot," Bucky replied, "Yeah, I didn't mean to do it. But I still did it. Feeling bad about it doesn't bring back anybody I killed. I couldn't fight them from inside my own head. Couldn't even take back my hand long enough to put a bullet in my screwed-up brain and save some other lives." He looked down at his open palms. "These hands were the ones that killed those people."

Luna, desperate to soothe him, came up behind him, draping her wing over his shoulders. It was something her mother had done when she and Celestia were upset, using part of one's own body as a blanket. She looked Bucky in the eyes, genuinely sympathetic, her compassion not condescending at all.

"I don't pretend to be an expert, Sergeant Barnes," she said simply, "But I truly believe you are judging yourself too harshly. Captain Rogers is a good man, and he's trying to help you see that truth. I'd like to do the same. If nothing else, please at least consider me a friend you can come to."

Bucky looked at her, and finally a genuine smile made its way onto his face. A small one, certainly, but it brought a bit of peace to Luna. Bucky walked out from under her wing, heading back to his bed for another attempt at sleep.

"I...I appreciate the thought, I really do. Even if I don't agree," he said simply, "Thanks for being sincere. And Luna?" Luna looked at his back. "Call me Bucky."

* * *

Author's Note: When I was planning this series, this was one of the scenes I was really excited to write. Honestly, the idea of a Luna/Bucky friendship was such an obvious idea to me I was surprised nobody had done it yet.


	13. Chapter 13: Meanwhile, Back at the Ranch

Chapter 13: Meanwhile, Back at the Ranch

 **Earth, New York, Queens**

 _"Hello, you've somehow managed to reach rich, famous, brilliant, devastatingly handsome superhero Tony Stark. At the moment, I have better things to do than answer your call. If you're optimistic, leave a message and maybe I'll-"_

Peter hung up the phone at that point. He'd heard the message so many times, he had the rest of it memorized, anyway.

The web-garbed teenager sighed in frustration, sliding his Stark brand phone into his suit's utility belt. Mr. Stark had given it to him, and insisted that Peter only ever use that to contact his mentor, in order to keep Peter's secret identity between the two of them. Peter was grateful to him for that, certainly, but it would be nice if he'd actually answer it once in a while.

Peter, aka Spider-Man, was currently clinging to the wall of a convenience store, overlooking a dead end alleyway, having just finished his morning patrol. Today had been unexciting, even by his standards, with nothing but a handful of purse snatchers, and a guy who tried to rob a florist. All had been webbed up and hung by their ankles from lampposts. With no more small time criminals to occupy his time, he'd decided to try and call Mr. Stark for the third time in as many days. The texts and voice messages he'd left previously had gone unanswered, and this day didn't appear to be breaking that cycle. Peter understood that Mr. Stark was one of very few Avengers active right now, and as a result, Iron Man probably had to handle the majority of the work himself. Sure, he could be on a mission right now, but it wouldn't have killed him to take his phone along, and inform Peter that he was, in fact, busy right now, before hanging up. Spider-Man would've been satisfied with an annoyed "Call me in a couple days, kid," maybe with the sound of gunfire or something in the background. That wouldn't be good, but at least Peter would know for sure that Mr. Stark had better things to do.

The teenager's desire to get ahold of Iron Man wasn't trivial. Since Germany, Peter had felt uncomfortable, considering he'd been assigned to attack Steve Rogers, A.K.A. Captain America, a man who's name was taught in classrooms, and who everyone who'd ever taken a history class knew as an international hero. At the time, Peter had just gone along with it, mostly to impress Mr. Stark (he'd slapped himself for that one later), but now, having taken a few steps back, and examined the entire situation, he had concerns, even if Captain Rogers was wanted by the law.

Even worse was the debacle of the Sokovia Accords. Peter had read the transcript online in the aftermath, and learned how Captain America and those who'd fought beside him had refused to sign them, while Stark had. Unfortunately, the Accords seemed to amount to placing the Avengers, people who'd saved the world time and again, under the control of a bureaucratic panel, who'd only allow them to operate if they decided it was okay. Essentially, Peter thought it was little better than turning the Avengers into government attack dogs. Peter had seen the footage of all of the Avengers public incidents that had resulted in civilian casualties, heck he'd even been in New York during the Invasion, but the Avengers were the good guys. They protected people, and it was thanks to them that everyone was alive. Yet the U.N. had basically called them outlaws, blamed them for the deaths of innocents, told them not to act unless they agreed. What if people died while they were debating? What if some politician managed to take control, and the Avengers were forced to hold up regimes of dictators in other countries?

It was tearing Peter apart inside. If he'd known he was siding with the Accords on the day he battled Captain America in Germany, he wasn't sure he would've gone alongside Stark. Yes, Captain America had broken the law, and ignored due process in helping James Barnes, the Winter Soldier (though, evidence had been released that proved Barnes wasn't responsible for the Vienna bombing, at least), but maybe he had a point about the Sokovia Accords. All Peter could think of was to try and contact Stark, ask him why he had decided to give up all autonomy, and pray that Stark had a good enough justification.

Looking across the sky, Peter suddenly got an idea. He knew where the Avengers compound currently was, and could probably hitch a ride on top of somebody's car. Getting in shouldn't be too much of a problem, although he really hoped Stark would actually be there, and he wouldn't get shot at by security, or fried by automatic defense systems. Thankfully, it was the beginning of summer, which meant no school. There was only one other factor to take care of.

Peter sorted through the pockets of his belt, eventually finding his own, considerably cheaper, cell phone. Punching in a familiar number, he hit the call button.

"Hey, Aunt May," he said as soon as she picked up, "Yeah, I'm just hanging out at the library. I know, but I get cooped up in the apartment. I'm always careful on the subway, don't worry. So, the reason I called is because Mr. Stark wants to pick me up for an assignment with the internship. Uh-huh...uh-huh...yeah, I know you don't like him that much, but he's safe. And he's responsible around me. Uh-huh...about a day, I think. No, he can just pick me up. Trust me, it'll be less of a pain for all of us. No, if I'm gone longer, I'll definitely call you. I promise. Okay, I'll be safe. Yeah, no drinking. I love you, too. Bye."

Peter hung up the phone. Now for the hard part of his "brilliant" plan. He leaped off the brick wall, firing a web line and yanking on it, launching himself over the building in front of him. At least he had time to relax on the way there.

* * *

 **Earth, Iowa, Waverly***

He wasn't used to this kind of indecisiveness. Sitting on his rear, his prized bow in its collapsed form, alongside a customized suitcase full of arrows and arrowheads sitting in front of him. He'd gotten as far as donning the same uniform he'd worn during the battle in Germany, but no further. It was as though he were uncommitted to the mission at hand, procrastinating for as long as possible. While he was perfectly willing to do it, he was admittedly stalling, for obvious reasons. At least he wasn't in denial.

Clint put his hand on his forehead. Steve and Natasha had implored him not to come. They told him he'd done his part. He needed to just focus on his family, take care of them, and let his friends deal with the impending catastrophe on another planet. But the archer's mind wouldn't let him. He couldn't just stand by, while Steve, Nat, Vision, Sam, and the others were fighting for the lives of innocents. Not to mention Stark and Rogers were probably coming dangerously close to killing each other by now.

"You've been looking at that thing for close to ten minutes," said Laura, standing in the doorway. Clint turned in his seat, having not even heard her come in. He swore, she was as stealthy as Natasha sometimes, it was scary. "Trying to will it to life?"

Clint chuckled. "Yeah, a sentient bow," he laughed, "That'll take my place on the team."

Laura came fully into the room, sitting down next to her husband.

"If you're waiting for my permission," she told him, "You already have it. You always have it."

"Yeah, I know," Clint replied, almost grudgingly. Sometimes, he wished she was against him being an Avenger at all. It would certainly make it easier for him to refuse to do it, give him a hope of actually retiring. Yes, he knew how bad it was to hope that his wife would give him an excuse to quit, but in desperate times, one hoped for odd things.

"I know that you believe in me," Clint continued, "I know that Cooper, Lily, and Nathan believe in me. And I know that they need me, despite me being just a guy who's really good at archery. But still..."

"Going to a planet full of talking horses?" asked Laura. Clint gave her the look. "You weren't very quiet on the phone, you know."

Clint quietly cursed to himself under his breath. He knew he needed to kick that habit.

"You're my family," Clint murmured, "You're my responsibility. And I already broke my promise that I was going to retire by rushing off to help Captain America, which, might I add, got me arrested and now I'm a wanted criminal. The only reason I can still stay here is because Ross is too stupid to find out that you exist or where this place is. I can't keep-"

Laura threw her arms around his neck. When they started dating, she would get him to stop talking by kissing him, but they'd outgrown that. Now, all it took was a simple touch, and it cemented Clint's belief that he'd chosen the right woman to spend the rest of his life with. Clint returned the hug, quietly leaning into Laura's shoulder.

"Remember when you told me about your childhood?" she asked, "How Barney ran off with those two guys in the circus, and ended up on some most wanted list? How you felt like you'd failed in your responsibility to your big brother?" She moved back, looking her husband in the eye. "That wasn't your fault, and based on what you told me, Barney was long gone before then. But the thing is, when you look back on your past, you regret the things you didn't do. If you don't go with your friends...even if they come back okay, you'll regret it, and you'll feel like you didn't do enough. I don't want you to live with that feeling for the rest of your life."

Clint smiled genuinely. "You were always smarter than me on these topics," he said.

"We'll be fine for a little while," Laura said, "And we know that you'll come home. You always do."

Clint got to his feet. "You're right," he said, picking up the bow, "Just _one_ more mission." They both had a good laugh at that.

* * *

A few minutes later, Clint, fully suited up, stood on the front porch of his home. Cooper, Lily, and Laura had all come out to see him off. Even Nathaniel, toddling on the legs he'd just barely learned how to use, was standing alongside them.

"Good luck, dad," said Lily, hugging her father's leg.

"You make sure you ask those alien ponies to come to my birthday party!" demanded Cooper, "The other kids will never get over it!"

"What, having the Avengers come to a party wouldn't be big enough?" asked Clint, "I bet I could get Captain America's autograph for everyone!"

Cooper's face fell a little bit. "Yeah, but sometimes, they talk about how he's a criminal, and he's going to jail," he responded, "I know they're lying, but they'd try to call the police on him. I'm trying not to be friends with them, but..."

"Don't worry," said Clint, patting his son's head, "We'll prove them wrong."

Nathan made his cooing noises (he could say a few words now, among them Dad, but sometimes he didn't feel like it), as Clint held him close. Finally, he turned to his wife once more.

"You'll be fine," Laura said simply, "I'll hold you to that."

"I know you will," Clint answered, "But you won't have to."

Clint kissed Laura, his skin carrying the promise of the lives he would save, on this planet, or any. Then he climbed down the steps, setting off towards the barn. T'Challa had been kind enough to provide him with a small jet ship upon helping him escape from the Raft. Now was the time to put it to good use.

* * *

 ***I don't think we've ever been told where the Barton home is in the MCU, I just went by where Clint's childhood home was in the comics.**

 **Kind of a short chapter, I know. Next one'll be much bigger.**


	14. Chapter 14: Even More Bonding Time

Chapter 14: Even More Bonding Time

 **Equis, Ponyville**

Bruce Banner casually washed his hands in the crystal sink, noticing how the water seemed to sparkle on the surface. The crystal was highly unusual, almost luminous in nature, and Bruce couldn't see dents on the surface suggesting the use of tools in it's creation. Then again, according to the ponies, this place had been formed entirely from the magical Tree of Harmony (whatever that was), in the space of about one minute. Bruce wondered how many of his physics papers would be disproven by the existence of magic, at least on this planet.

It was reasonably early in the morning, and every one of the Avengers had risen from their beds. The soldiers had already done their morning runs (with the exception of Barnes, who seemed like he just wanted to sleep in). Bruce walked back to the living room, where Steve, Bucky, and Sam were lounging on the couch, Scott was examining the crystal walls, Vision appeared to be meditating, and Thor was having a discussion with Princess Sparkle. The other ponies, along with the dragon, were gathered in the corner, with Applejack leading some sort of hushed conversation.

"Oh, believe me, Celestia drove the guards of Asgard insane," Thor chuckled, fondly remembering the past, "She would always insist on desert first. Then second desert. It was ludicrous. Father completely lost his temper."

Twilight roared with laughter. "Oh, I can't wait to bring that one up!" she managed to gasp out.

"Gonna troll your mentor, _Twilly_?" came a voice. Tony entered the room, a small smile crossing his face. Behind him came Wanda, T'Challa, and Natasha.

Twilight opened her mouth to retaliate, but froze upon seeing the mood in the room shift. Tony laid eyes on Steve's group, and stopped cold in his tracks. His expression faded to one of cold anger, and his fists clenched up as his shoulders tensed. Steve, noticing the billionaire's presence, had adopted a similar position, skirting ever so slightly closer to Bucky. Both men were clearly keeping an intense rage buried beneath the surface. Every living thing in the room could feel it, and it felt like the temperature had dropped several degrees in seconds. Bruce and Sam, seeing their respective friends approaching a rage breaking point, stepped forward to try and physically reassure them. Unfortunately, the anger Steve and Tony were putting out repelled them, as though an invisible force field were pushing them away. Steve and Tony didn't even acknowledge them.

"Uh, hey! That reminds me!" Applejack interrupted, rather loudly, "Steve, uh, we need some help prunin' somma the apple trees! Maybe you and yer friends wanna help?!" As if to emphasize, she quickly trotted over to Steve, grabbed him by one arm with both front hooves, and pulled him from his seat.

"Sure...sure," said Steve, barely acknowledging her. He allowed himself to be pulled by the farm pony, eventually going out the front door. Sam, catching on to her idea, followed, pulling Bucky along with him. The man went without protest.

"Hey, they can't fly! I can make it go faster!" exclaimed Rainbow, taking flight and zooming after the retreating team. She didn't know it, but in her eagerness, she would've broken quite a few Wonderbolt records.

"OOH! Does that mean we get to throw apple branches at each other again?! Wait for me!" called Pinkie, as she hopped to the door and outside.

For a few more seconds, nobody (or pony) reacted, merely standing in peace. Tony stood in the same spot, still apparently angry, while Bruce made subtle, but ultimately futile attempts to draw his attention. Fluttershy scuttled around the room, opting to hide behind Bruce so the angry genius wouldn't catch sight of her. Vision stood up, cautiously approaching Tony, but stopped just shy of putting his hand on the man's shoulder. T'Challa looked down at the floor, sighing with equal parts disappointment and frustration. Finally, Scott gave a small shrug.

"What the heck, I got nothing better to do," he said to himself. He turned to the doorway, following Steve and Applejack's group.

Twilight finally got up the courage, and walked across the room to where Tony stood. The night before, her and Applejack had agreed that, if they were going to help the Avengers with their personal problems, it would be best if Tony and Steve were kept apart for now. One step at a time.

"So, Tony?" she started hesitantly, "Should we get started? We have a hooffull of projects we wanted to work on today."

"Whatever," Tony responded, somewhat harshly. Twilight felt hurt for a moment, but remembered it had nothing to do with her.

Tony turned to Bruce. "Look alive, buddy. We've got whole new fields of science to unravel."

"Sounds good," agreed the doctor, following the two geniuses. Vision came with them, apparently having nothing better to do himself. Fluttershy rejoined her friends, feeling like the danger had passed.

"So, er, Spike, was it?" asked Natasha, moving over to the remaining Elements of Harmony and the dragon, "I was wondering, does the town have a place where-"

Tony's group had almost made their way into Twilight's workshop, but upon hearing the Black Widow's voice, the billionaire turned his head to throw back a jeer.

"Better keep an eye on her, guys! She has an unhealthy habit of backstabbing."

Rarity, Starlight, and Spike all gasped in shock at the display. Fluttershy, already tense from the previous incident, merely backed into a corner. Twilight gave Tony an admonishing glare, a look that was shared by T'Challa. Bruce and Vision merely sighed in resignation, and Thor didn't appear to know how to react.

The targeted party, however, had a much more subdued reaction. Natasha didn't even turn to face Tony, merely rolling her eyes, and giving a quiet grumble of "Real mature." The redhead turned on her heel, walking to the front doors of the castle and departing, though taking a different path than Steve's group. It was evident that she had nothing more to say.

The room's remaining occupants were left alone, the silence hanging over them. Tony's group had left the room in the meantime, and some of the ponies believed they could hear the Princess of Friendship verbally thrashing Iron Man. Spike, Fluttershy, Starlight, and Rarity, desperate for something to fill the void, turned to the only being who hadn't really responded to Tony's words, Wanda. The human woman looked down at the floor silently, before turning her head up. Before Spike or the ponies could open their mouths, she spoke.

"I'd like to be alone for a while, if nobody minds," she announced, directed at nothing in particular, "If you need me, I'll be outside."

With that, Wanda Maximoff marched out the front door, selecting a direction nobody else had taken yet.

Only five occupants remained in the living room, three ponies, one dragon, one human, and one Asgardian. Rarity, Fluttershy, and Starlight looked at each other, unspoken words passing between them. Spike observed this silent conversation, wanting to join in himself, but knowing he likely wouldn't be much assistance. Fluttershy gave a quiet shake of her head, before walking off to the castle library, apparently hoping to distract herself.

The two unicorns nodded in understanding, before turning their focus to each other. Starlight seemed much more apprehensive compared to the fashionista, who put her chin up, the picture of confidence. Rarity, her resolve firm, turned and marched out the front door as well, followed few moments later by Starlight.

Left alone, T'Challa made his way to a seat over by Spike. The dragon soon took off to Twilight's workshop, hoping he could at least help there. Thor, left alone, eventually walked outside, taking off into the sky with a spin of his hammer.

* * *

Applejack sighed in relief as she looked over her human friends working on Sweet Apple Acres. She'd been concerned that Steve would carry his anger at Tony with him to the orchard, which was especially terrifying as she hadn't seen him angry yet. The result couldn't be predicted. Thankfully, he seemed to have calmed down, and occupied himself with the Apple family's yard work.

Rainbow and Sam, having taken to the air, carried hedge clippers, lopping some of the branches that had gotten too long off the tops of the bright trees, sending the broken pieces down to the surface. Below, Big Mac, Applejack, Pinkie, Steve, Bucky, and unexpectedly, Scott, scooped up the discarded trimmings, moving them to the compost bin.

"Remember when we were kids and we used to talk about co-owning a farm like this?" Steve grunted to Bucky, "When did we stop doing that?"

"When we discovered women," Bucky quipped, giving a small smile. He'd been pretty closed off at first, but he was a little relaxed now.

Up above them, Sam chuckled as he floated in place. "You two and your early 1900's stories," he laughed, "It's like watching the interim parts of a World War II movie."

"So y'all are all former soldiers?" asked Applejack. Steve, Sam, and Bucky nodded. "Dang. Equestria ain't had a war in centuries, it's just so odd to hear about it."

"This place really is sunshine and rainbows, isn't it?" asked Scott, "I almost wish Earth was a bit more like this place. It'd drive Cassie crazy, though."

"Well, it wasn't always peaceful," said Rainbow, "It took thousands of years for Equestria to reach a place where we're good at not killing each other. That war with Sombra a thousand years ago? That was nothing."

Applejack looked up at her friend, perplexed. "Ah thought ya weren't into all that history stuff, Rainbow."

"Well, after I had to pass that Wonderbolts exam, I kinda caught an interest in it. Occasionally read one of Twilight's really old books."

"Me too!" chimed in Pinkie, "I tried making a record of history songs to help ponies study for exams, but they got rejected."

Rainbow grimaced, remembering Pinkie's "helpful" attempt to help her with the Wonderbolts exam. "Maybe that's for the best, Pinkie."

Sam floated over, collapsing his wings back into his pack. "Maybe our species aren't so radically different after all."

"Eeeyup," said Big Mac, hauling another mass of branches into the bin.

"You don't talk much, do you?" asked Scott, curiously.

"Nnope."

"Fine by me," replied the man, "Luis could stand to take a few lessons from you, buddy."

"So, er, Sergeant Barnes, was it?" Applejack continued, turning to Bucky, "What's yer story?"

Bucky's smile faded from his face. Internally, he was having a dilemma. He'd already told Luna everything about himself, but then again, she'd seen his dreams, and there was no excuse he could come up with that would convince her. She'd agreed to keep it a secret, knowing all to well how important it was to him. This time, he was faced with a pony he could lie to (at least he thought), and Steve had told him they were keeping the whole divide between the Avengers thing a secret from the ponies. If he came clean about himself, that would probably get dragged out too. Not to mention he wanted to do not bring trouble to Steve at least once. He was so focused on himself, he didn't even noticed Steve and Sam tense up.

"Not much to tell," he settled on, "Just Steve's old war buddy. Frozen in ice for seventy years like him."

"Uh-huh..." Applejack responded. She shot a quick glance at Rainbow, telling the pegasus that the man was clearly lying. For the first time, Steve cursed Applejack's status as a living lie detector.

"Well, I'm sure there's more than that," said Rainbow, "Like where you got that awesome arm-"

"That was a gift. From T'Challa," Steve cut her off. His tone of voice carried an unspoken command, declaring that the conversation was over. This was not a topic to be pursued.

Applejack looked at Steve to protest, but the expression on his face stopped her cold. For the first time since they'd met, Steve actually looked angry. Applejack saw in him protective instincts that she herself had employed, particularly when it came to Applebloom. Steve's face could give Fluttershy's stare a run for it's money, and like Fluttershy, this was born out of compassion, and a desire to keep Bucky from harm. Applejack chanced a look at Bucky, but he didn't seem responsive to what was going on. If it bothered him that Steve was pushing him out of the conversation, he wasn't showing it.

Rainbow, meanwhile, started to speak, but Sam put a hand on her shoulder, cutting her off as well. He gave the pegasus a quick shake of his head, silently imploring her to stop. Rainbow wisely decided to pocket her confrontational attitude for the moment. This was far too serious a matter. She looked at Pinkie, hoping the party pony wouldn't miss the cue, but thankfully, she seemed to have picked up on it.

"You guys okay?" said Big Mac. Everyone jumped a bit, not because that was the most Mac had said all day, but because they'd practically forgotten he was there. Except for Scott, who was watching the group with a mixture of concern and fear.

"Yeah, yeah. We're good," said Sam.

Applejack decided to try changing the subject. "Hey, Big Mac? You seen Applebloom today? She was supposed to help us."

"Nnope."

Applejack groaned. "What is it with that filly an' not showin' up to do her share of the work?"

"Little sister?" asked Sam, "Riley had one of those. Used to drive him insane."

"Ah know she's got crusadin' to do, but still, she needs to put more time in on the farm."

"Ya really think so? Mah Cutie Mark does have an apple in it," said Applebloom.

Applejack jumped about a foot in the air, noticing her sister, who had seemingly appeared out of nowhere. Sweetie Bell and Scootaloo stood alongside her.

"Oh, now ya show up! Where've ya been?"

"We promised to help a pony who hadn't figured out what his Cutie Mark was," responded Scootaloo, "It turned out to be a chipped rock, so he went into geology. At first, he was scrubbing the toilets, because he thought it was a-"

"Okay! Okay!" Applejack insisted, "Ah don't wanna know!"

"Avengers!" squealed Sweetie, rushing up to the alien beings in their wake, Steve, Sam, and Bucky nearly falling on their rears in alarm, "Oh, we have so many questions!" Applebloom and Scootaloo joined her almost immediately, bombarding the humans with rapid fire inquisitions.

"Do humans get Cutie Marks?"

"If not, how do ya know what yer special talent is?"

"Do you need those wings because you couldn't grow your own?"

"Are you really a captain?"

"Are you all super heroes like the Power Ponies?"

"Why do ya have that shiny arm?"

"Why do you never take your clothes off?"

"Okay, okay, tone it down, girls," said Rainbow, swooping down in front of the three fillies, joined by Applejack, "The Avengers are important guests in Equestria, and need to be treated respectfully."

"No, let 'em through," insisted Scott, coming up behind the group. He smiled looking down at the three young ponies, as they reminded him of Cassie. "We could at least show 'em some stuff."

"Ooh, what kind of super hero are you?" asked Scootaloo, eagerly.

"I," said Scott, standing up to his full height, his hands on his hips, thrusting out his chest heroically, "Am Ant-Man."

At first, nobody moved, apart from Sam, who was having a small giggling fit to himself. Rainbow Dash slammed her hoof into her face, and the Crusaders just looked perplexed.

"Ant-Man?" said Scootaloo finally, "What do you do, crawl all over the food at everypony's picnics?"

Scott's bravado dropped. "Ha, ha, very funny. If you'll give me a minute, I'll show you..."

Scott retrieved his suit from Twilight's castle, donning the red garb and clamping on his helmet. Looking at him like this, the Crusaders had to admit the human did look more impressive, even if the ant-themed mask was a bit silly.

"Alright," said Scott, his voice slightly muffled. He help up one of his hands, thumb hovering over the proper trigger, "Watch this, it's gonna blow your mind."

"Show 'em what for, Tic-Tac!" Sam called, encouragingly.

Beneath his helmet, Scott narrowed his eyes and glared at his comrade.

"Please don't call me that," he protested, then pressed the button.

The eyes of the young ponies widened in shock as the human seemed to lose all of his height, width, and depth. He dropped down, lower and lower into the grass, his form retracting from all directions. In less than a second, Ant-Man seemed to have vanished from existence.

"What the heck?!" exclaimed Sweetie Bell.

"Where'd he go?" asked Applebloom, prodding around the spot where Scott had once stood with the tips of her hooves.

"Psst...over here!" called a small voice.

The Crusaders turned in the direction it emitted from, looking low into the grass. Between the blades walked a number of small ants, and astrid the back of their leader was Scott, shrunken to the size of a potato chip. The insect-themed Avenger waved up at the fillies.

"You can shrink?" breathed Sweetie Bell, staring down at the tiny human.

"Yep!" Scott replied, "And that's not everything!" He climbed off of the ant, walking over to a rock that was bigger than his current size. Placing both arms under the stone, Scott easily lifted what, to him, was an enormous boulder.

"Not only that," he continued, indicating the ants, "I can command these guys! Comes in handy!" With that, he pressed the trigger on his other glove, returning to his normal size within seconds. The rock held in one hand, Scott thrust his arms out to both sides, in a classic "Ta-da!" gesture.

"That. Is. Awesome!" squealed Scootaloo, jumping up and down. The Crusaders rushed at Scott, beginning to bombard him with questions like they had Steve and the others.

"Can you grow bigger?"

"Yes, but I can't show that. Need to save it for emergencies."

Speaking of Steve, he stood back behind an apple tree, Applejack, Sam, and Rainbow beside him. Scott continued to entertain the girls, commanding the ants to arrange themselves into the shapes of their Cutie Marks. Pinkie cheered alongside the fillies, asking if Scott could help her make giant deserts. Bucky was closer to the interspecies conversation, and found himself oddly immersed in it, so he didn't hear his friends talking.

"Fillies..." Applejack chuckled, "That Scott's got a way with 'em."

"I think it helps that he's got a daughter of his own," said Sam, "The guy's got quite a lot of experience with this sorta thing."

"Is he the only one of you who actually has children?" asked Rainbow, curious.

"No," replied Steve, "There's Clint, who's retired now, but he's a different story."

Applejack, feeling that the tension from that morning had diffused enough, decided to try bringing up the elephant in the room.

"Steve..." she started, "Ah know ya don't really wanna talk about it, but this morning, the way Tony looked at yer friend-"

"No, Applejack," Steve cut her off. He didn't even turn to her. His voice wasn't filled with rage, and he definitely wouldn't hurt the farm pony, but his tone was final.

"Steve, please," Applejack implored, "Something's goin' on-"

"We'll deal with it another time," Steve insisted, "And even if I wanted to, Stark won't listen to anything anyone else says." With that, he walked off, grabbing a few branches that hadn't yet been disposed of. Applejack, Sam, and Rainbow were left alone.

"What's wrong with him?" asked Rainbow, concern fully evident, "It's like he's purposefully making himself miserable."

"Believe me, if he thought there was a better alternative, he'd take it," said Sam, "But right now, he's not willing to open up. I don't think Stark would either."

"What did you guys do to each other?" asked Applejack, "What the heck happened to Barnes? He looks like he's dead inside almost all the time. The way Tony looked at him, then at Steve-"

Sam cut her off with a wave of his hand, albeit reluctantly. "I'm sorry, Applejack," insisted the former soldier, "But it's not my place to tell."

Applejack sighed, both in frustration and grief. The attempts to help the Avengers were going nowhere very quickly. It reminded her of Discord's corruption, but this was worse. Because this was willful.

* * *

Though she pretended not to, Natasha noticed the ponies on the street staring at her. After all, one of her most valuable skills was attracting attention, without the observers realizing that she could kill them in a dozen different ways with her bare hands. It was, of course, different on this planet, given that she was the alien in their midst. Still, at least they weren't looking at her with inherent distrust. Even when she'd worked for S.H.I.E.L.D., she'd been familiar with that assumption of her.

Running a hand through her curled red hair, Natasha sighed as she looked around at the small town. She'd left the castle because she hadn't been willing to deal with Stark and his immaturities. Not to mention that Bruce was there, and while things weren't tense between the two of them, the awkwardness was unwelcome. Unfortunately, this left her with a problem: She really had nothing to do. She didn't know any of these ponies, and she didn't feel like training at the moment. That greatly narrowed her options, leaving her wandering in a town of neon colored, intelligent horses. She was far too restless to just sit there, considering the situation.

"Miss Romanoff! Miss Romanoff!" came a voice.

Natasha turned around, finding herself facing a familiar white unicorn, with a curled purple mane, and a mark of three diamonds on her flank. She remembered the pony introducing herself as Rarity, but she hadn't had the chance to learn any more about her (or any of the ponies, really).

"Hello, Rarity," said the spy, looking down at the unicorn, "Did you need something?"

Natasha's was suddenly seized by Rarity's magical grip, materializing as a blue glow around her wrist. She yelped in surprise as she was pulled alongside the unicorn, dragged down the street in plain view of dozens of ponies.

"I don't, darling," Rarity insisted, her head held high as she carried the human towards her boutique, "But I believe I can do so much for you!"

Natasha had to admit, she didn't anticipate getting telekinetically pulled down the street of a town populated by talking horses, by a unicorn at that, when she'd woken up that morning. She probably could've resisted Rarity, or dug her heels into the ground, but she allowed it, having no better plans for the day. Besides, the pony looked like she could be incapacitated easily enough, if necessary.

Looking up, Natasha observed Rarity's intended destination. A small, cylindrical building, decked out with a shining, decorative exterior. If that was where she lived, it was a huge fit for her, all things considered.

Rarity's magical glow encased the doorknob, prying the wooden portal open and dragging Natasha inside. The spy was shoved onto a raised platform, surrounded by three mirrors. Rarity ignited her horn even further, setting up a sketch board, a notepad, and whipping out a length of measuring tape. Natasha's eyes widened as Rarity forced her arms out to the sides, levitating the measuring tape up next to her body. Rarity scribbled down numbers hurriedly as she calculated the measurement of every one of Natasha's body parts.

"I've been hoping for this opportunity!" exclaimed the posh unicorn, sketching like a maniac once she'd finished, "Don't get me wrong, your friends are all lovely, and I enjoyed creating their casual wear. But you, darling, you carry that sophistication I've so longed to see! Finally, the Rules of Rarity will be branched across the species of two different worlds!"

"I'm sorry...?" asked Natasha, unclear as to what was going on.

"Oh! A thousand apologies, dear, I haven't gotten around to explanations!" said Rarity, moving away from her sketch. She threw her hooves out to the side. "Welcome to Carousel Boutique, where everything is chic, unique, and magnifique! The premier clothing store of Equestria!"

Natasha felt the urge to laugh building up inside her like a bubble. This situation was just so bizarre by her standards, like something straight out a child's dream. She forced it back down, not wanting to embarrass the pony, who was clearly just trying to be kind. This reminded her so much of the 'pony phase' she'd had for the part of her childhood before she was raised to be an assassin. She reminded herself to punch Clint the next time she saw him.

"Well, er, listen, it's not that I don't appreciate this," Natasha insisted, "But you don't have to-"

Rarity cut her off with a wave of her hoof, her curled purple mane waving across her face. "Nonsense, darling! Like I told Mr. Wilson, I am the Element of Generosity! And giving my time and effort to others gives me the greatest of pleasures!"

"Alright, if you're sure," said Natasha. She wasn't sure how to act around these ponies, given how happy-go-lucky they seemed to be. It felt unreal to her, almost. Realizing that she was finally free of Rarity's magical restraint, she stepped down from the platform, walking over to where Rarity continued to sketch. Peering over her shoulder, Natasha observed herself, being drawn in a rather ostentatious ball gown, though Rarity gave a grunt of frustration and crumpled the paper, before retrieving a new, blank one.

"So, you work in fashion?" Natasha asked, casually, "Wouldn't have expected that. You handled yourself pretty well back at the shrine."

"Well, I'm not generally a fighting pony," Rarity admitted, "But even a lady must be able to take care of herself! And I don't oppose a bit of roughhousing if absolutely necessary."

Natasha was genuinely interested now. At first glance, she never would've believed that any of these ponies were capable of defending themselves, no matter what Steve had told her. They looked like something straight out of a story made for small girls, all rainbows and sunshine. Remarkably, there was intelligence on par with humans within them. Certainly better than the last extraterrestrials Natasha had dealt with.

"Apologies, Miss Romanoff," Rarity said, not turning to look at her, "I'm afraid I'm not used to designing for your species. But there's no need for concern, I will figure this out."

"Hm," Natasha acknowledged, "I'm not actually sure when last time I got really dressed up was. I think it was years ago."

"Years?!" exclaimed Rarity, turning away from her sketch, "Miss Romanoff, such a travesty cannot be allowed! From the standards of humans, I'd guess you'd be considered exceptionally beautiful! How could you allow yourself to not express that?!"

Natasha shrugged. "Not really my thing, I guess. Most of my life, before the Avengers, I was a professional spy. You know, stealing information, sabotage, those kinds of things. I never really cared about looking beautiful. To me, it didn't matter."

In her mind, Rarity's thoughts began to race. She'd been trying to reach out to Natasha in the way she knew how, and while the human was being perfectly civil, they hadn't really established a connection. Natasha was kind, and hadn't complained about her treatment, but she wasn't emotionally invested in this conversation, though Rarity was unsure if the little incident back at the castle was a contributing factor. Bracing herself, she decided to just go for it.

"Miss Romanoff-" she began.

"Natasha," insisted the human, "No need for formalities. Just call me Natasha."

Rarity smiled. That was a good sign, at least.

"You say you were a spy. Is that where Mr. Stark's comment this morning came from? I couldn't believe the sheer lack of dignity he displayed with that!"

Natasha actually surprised Rarity by chuckling at the thought. "Kind of," she replied, "I did actually work for him for a while, and he didn't even know my real name at the time. I wasn't trying to kill him or anything, I promise," she added, seeing the look on Rarity's face, "But...there's also something that I did that pissed him off pretty badly. I don't regret it, though. It was the right thing, and he knows it, too."

"You don't seem particularly close to any of them," Rarity said, treading carefully, "Is there any particular reason? You seem perfectly friendly, and if you're a member of the Avengers, a hero, then-"

"It's not that they hate me or anything," Natasha cut her off, "I certainly don't hate them. They're important to me, and I would willingly give my life for them. But I'm not a person who does intimate friendships and goes out drinking with them. Just not for me."

Natasha truly believed what she was saying. Sure, she was close to Clint, to the point of being an aunt to his kids, she considered Steve to be a paragon among people that she'd met, and even after everything that had happened between the two of them, she still cared a great deal for Bruce. But even after all these years, she didn't feel like one of the heroes. She, who'd killed defenseless people before she'd even hit puberty. Not to mention that the war had basically destroyed the Avengers, ruining what friendships had managed to form, and she knew getting involved in that would only make things worse. Then there was the illogical part of her brain, feeding her guilt for switching sides during the battle at the German airport, even though she now knew for sure that she'd been in the right to do so. Natasha worked with the Avengers, but she was not one of them. Not anymore.

"But friendship is magic!" Rarity insisted. Upon Natasha giving her a deadpan look, she continued, "I know it sounds a bit childish, but it's true! I'm sure that if I spoke to some of the others, they'd speak very highly of you!"

"Then you'd better stay away from Steve. He's not good at being impartial. He's too used to seeing the good in individuals," Natasha joked.

"Regardless, from the little I've seen so far, I have no doubt that the Avengers are heroes. And you fit that mold perfectly," Rarity continued, "Even if..."

"Even if what?"

Rarity hesitated. Applejack had spread the whole 'try to heal the divide between the Avengers' plan that morning, and the others had vowed to try their best to help with it. She'd sought out Natasha, hoping that she could establish a good impression on the human in order to get started on her portion of the work. Now that the first step was down, Rarity was unsure of exactly how to advance to step two.

"Even if the Avengers are...uncomfortable with each other, at the moment," she finally decided on. Clumsy, but safe. "It seems like your group is having problems, but-"

"Were we really that transparent?" Natasha suddenly asked, catching the pony off-guard, "Guess we should've expected that. Thanks for your concern, though."

"What's happening between you?" Rarity asked, "Whatever it is, I promise my friends can help."

"It's not that big a deal," Natasha lied. Steve had given her all the details of Siberia, and she knew exactly how heavy it was. But she'd promised not to share details with the ponies. "We'll deal with it as soon as we're done with out business on this planet. Now, how about we get something to eat? I haven't had anything since breakfast."

Rarity tried to resist, but found herself unable to oppose the human. Even during her moments of kindness, Natasha had an air of intimidation about her, something Rarity couldn't place. It was as though she somehow transmitted the thought that any attempt to stand in opposition to her would inevitably be futile. Besides, attempting to rush into this could compromise any hope the ponies had of helping the Avengers. Reluctantly, Rarity gave in, laying her sketch, yet to be perfected, on her table.

"Well, I'll admit I could go for lunch, darling," she said simply.

* * *

 **Earth, New Avengers Compound**

Rhodey had been sitting in the compound's primary computer hub when the white hole had appeared. It was as though a split in reality had formed, pushing the barriers of the known world to the sides. He'd nearly choked on his sandwich at the sight, slipping in his chair. His training kicking in, Rhodey snatched up his pistol, pointing it straight at the strange portal.

And almost dropped it as Tony casually stepped out of the white void, carrying a large mirror. The portal closed up behind him.

"Hey, Rhodey!" said the billionaire, as though this were an everyday occurrence, "What's happening?"

"Tony, what-" Rhodey stammered, "What the hell?!"

"Check it out," said Tony, placing the mirror on a nearby table. He gave the object a small tap on the blue jewel located on the top of it's arch, and a brilliant beam of white light shot forth from the gem, creating an exact replica of the portal that had just disappeared. "Instant warp to Equestria! No need for Thor to give us rides anymore!"

The pony, Twilight Sparkle, poked her head out of the new portal. "All's good on this end, Tony!" she reported, "The quantum space bridge is fully functional!"

"Thank God for magic," said Tony, "And now I'll just add that to 'sentences I never thought I'd utter.'"

Bruce Banner's head appeared alongside Twilight's. "Hey, we probably shouldn't keep this thing open for hours on end, guys. Sure, the reaction is sustained right now, but I don't wanna take risks. Hi, Rhodey."

"Yeah, yeah, I know," Tony acknowledged, "You're always the buzzkill, Bruce." He turned to Rhodey. "If you need anything, just poke the gem. See ya later, buddy."

With that, the genius billionaire stepped through the portal, allowing it to seal behind him. Rhodey collapsed onto the couch, before introducing his face to his palm.

"I miss when things were normal," he complained to nobody in particular.

* * *

 **Equis, Ponyville**

Tony stepped back into Twilight's Castle, stretching as the mirror across from him ceased the beam of light. Two mirrors had been required in order to create doorways for the portals, so they'd simply taken one of Rarity's. Twilight had infused the crystals with a long lasting teleportation spell, helped by Tony and Bruce balancing the equations necessary to keep the portals open long enough. The ambient magic in the atmosphere would keep the portals open for as long as they needed.

"Good to know that's working," Twilight declared, scratching it off of her checklist, "Now can we talk about this morning?"

Tony frowned. The lavender alicorn had given him quite a verbal thrashing after his stinging comment towards Natasha. He'd spent most of it trying to drown her out by reciting ACDC songs in his head, though Twilight was rather loud. He thought of his action as inconsequential, of course, but she was insistent. Bruce and Vision hadn't interfered, thankfully. All three of them lecturing him would be enough to drive the genius insane. Neither had the dragon, who sat quietly, trying not to get involved.

"No," Tony replied, simply, "Romanoff didn't even care that much. Why do you?"

"I care because this fighting among your team is dangerous," Twilight insisted, "Please, let's just talk it out-"

"If you're suggesting I sit down with Rogers, you can forget it," Tony replied, clearly angry, "We have nothing to discuss. There's no problem. Not to mention, our affairs are none of your business." He pick up an unfinished iron mask the two of them had started on the day before. "Now, do I have to work on this myself?"

Twilight actually shook a little at Tony's biting words. She liked the human, and she knew he was fundamentally good, but this actually scared her. The man rarely showed any anger in the time that they'd known each other. He hadn't even gotten irritated with Sombra and his minions. But his rage here was unexpected and somewhat terrifying. She wanted so badly to help, but he was resisting all of her attempts, and now he responded with open hostility. It was like the Hooffields and McColts taken to the extreme.

"Alright...I won't bring it up," she reluctantly conceded. She hated to do so, but to push him further would only aggravate the situation. Not to mention, judging by the looks they sent her way, she couldn't count on Bruce or Vision to back her up. The two Avengers looked at Twilight with sympathy, but their eyes carried an unspoken urge to let it go.

Sighing to herself, Twilight levitated over a set of diagrams she and Tony had drawn up, based on some blueprints from Tony's computer. Alongside the table sat a large pile of suitcases filled with tools Tony had brought from Earth Studying the details, she grabbed a loose piece of gold-titanium alloy, along with a power drill.

"So, do you need us for any more of this?" asked Bruce, looking somewhat hopeful.

"Not at the moment," Tony replied, not even looking up from his wires he held, "We'll need you to help us finalize the magic-to-electricity conversion rates, but that's gonna take a while."

"Okay," Bruce agreed, trying not show his relief. He turned to Vision, giving the synthezoid a brief nod, before stepping into the living room. Vision, not wanting to interfere in anybody's work, returned to his meditation.

Stepping into the spacious chamber, Bruce's attention was immediately drawn to the flying yellow pegasus in the center of the room, trying not to look like she'd been eavesdropping. Then again, it wasn't like she would've needed to put her ear up against the door to hear the conversation. Tony was pretty loud.

"Oh, hi, er...Fluttershy, was it?" asked Bruce.

"Um, yes," she responded. Bruce raised an eyebrow at her, realizing that he could probably guess why she was the only one who'd stayed back from the assault on the Badland Shrine. Her voice was quiet and mousey, barely audible sometimes. The physicist, not wanting to disturb her, casually made his way down into one of the armchairs.

Fluttershy watched the man curiously. She instinctively felt calm around him, her normal nerves weaker than usual, but she couldn't place why. The pegasus had been hoping for a chance to talk to this human in particular, which was the reason she'd remained in Twilight's Castle for today. She'd agreed with Applejack and Twilight that the Avengers were clearly having some sort of personal problems, and since Bruce looked like he was so close to Tony, he would be a good starting point.

"Excuse me, Dr. Banner?" she asked, floating over to him.

"Just call me Bruce, Miss Shy," responded the human, "It's honestly not a big deal."

Fluttershy smiled politely. "Then you can call me Fluttershy," she replied, amicably, "Anyway, um, I was hoping to ask you a question about, uh, T-Tony."

Bruce's shoulders slumped a bit. He wasn't angry with the pony for bringing it up, but he wanted to avoid this particular subject, unhealthy as that was. Bruce wasn't good at dealing with friendship conflicts, all things considered. Unfortunately for him, he couldn't think of a way to brush her off without being rude.

"You want to know what's going on with him, don't you?" he asked. Fluttershy nodded in affirmation. "Well, I can't help you, unfortunately. I don't actually know. I wasn't there when whatever happened happened. I haven't been an Avenger in more than a year."

"Really?" Fluttershy responded, surprised, "Why not?"

"See, my contribution to the Avengers isn't just my brain," Bruce continued, "Due to a...botched experiment, whenever I get angry, or my pulse goes fast enough, I...change. I become a giant green Hulk, stronger than Thor, and he gets stronger the angrier he gets. I say 'he' because he's got an entirely separate mind from me. I have no power over him. If I changed here, he could bring down this entire castle with his bare hands." Noticing Fluttershy's shocked response, he added, "There's a low chance of that happening, though. I'm practically a master at keeping myself calm at this point in my life. Plus, I can trigger a change, and he'll be a bit more like me, in that he won't hurt anyone I wouldn't. But still...I didn't want to come to this planet, but Tony insisted he needed me."

Fluttershy visibly calmed a bit. After all, considering everything the Avengers had shown them, this wasn't that much more to process. Bruce was definitely a trustworthy individual, and she doubted Tony would have brought him along if he were really a risk to Equestria. Suddenly, an idea occurred to her.

"Um, Bruce?" she started, "You aren't going to believe this, but I think...I think I became something like that 'Hulk' you described."

Bruce turned to her, his expression curious. He motioned for her to continue.

"A while back, Spike bought a magic Power Ponies comic book," Bruce snorted. A magic comic book. Of course. "And we all got sucked into it. We became the Power Ponies, and I became a hero called the Saddle Rager. Her power was to become a giant, super-strong behemoth whenever she got angry. Now, I know it's different from your experience, but still...I think I know how you feel."

"Were you afraid?" Bruce asked, suddenly, "Afraid of what would happen if you lost control? What you'd do to those you cared about?" Fluttershy nodded in response. "Yep. That's the feeling."

"Now that I think about it," said the pegasus, "There's another thing. When I was having trouble being assertive, and I took a class to try and learn how to do better. But I was so unused to it, to feeling powerful, feeling like I was in control, that I insulted everypony I met. I was cruel to my friends, basically tearing down everything they loved and everything they were. It was the cruelest thing I've ever done in my life. In that moment, when I realized what I'd done...I was terrified of myself. I almost became a recluse, locking myself in my house to try and keep everypony safe from me. It was physically painful, I..."

Bruce was extremely caught off-guard by this. This pony, who he barely knew, was doing everything in her power to try and relate to him, make him feel better about his situation. Admittedly, her experiences were quite a bit less severe than his own, but he appreciated the attempt. It was amazing just how good these ponies were, and Bruce was reminded of the early days of the Avengers, following the Battle of New York, when everyone had liked each other for real, and there hadn't been any infighting.

"Fluttershy..." he started.

Any other words he might've spoken were lost, as a voice bellowed, "OH FOR CELESTIA'S SAKE!" a sound which reverberated throughout the entire crystal castle. The human and the pegasus had to cover their ears as speech that would've impressed Luna's Royal Canterlot voice burst out of nowhere, originating from the workroom they'd left Tony and Twilight in. Giving each other a quick glance, Bruce and Fluttershy scurried back into the room.

To their immense relief, the sight that awaited them was far less severe than they'd anticipated. Twilight was bent over the black tablet they'd retrieved from the shrine, her hooves rustling through her mane in frustration, while countless other books sat around her, the mechanical tools pushed aside for the moment. Tony quietly patted her shoulder, while keeping maximum amount of distance between the two. Spike and T'Challa had rushed in as well, looking concerned, and T'Challa was left starting in confusion at the scene, while Spike, looking as though this were familiar to him, had joined Tony in trying to calm Twilight. Amusingly, Vision had apparently been so shocked by the alicorn's outburst that he'd partially phased through the wall, before solidifying again, leaving his legs sticking out of the crystal surface.

"Calm down, Twilly," Tony insisted, "It's okay."

"I know, I'm sorry," panted the alicorn, pulling her eyelids down a bit, "It's just so irritating. All of this knowledge and I still can't figure it out."

"Remember to breathe," Spike reminded her. Twilight took a deep breath, holding it for a few seconds, giving the dragon a grateful smile.

"What-urk-seems to be the problem?" asked Vision, recovering from his surprise and climbing out of the wall.

"It's this blasted tablet," Twilight responded, "I've compared these characters with every known Equestrian language, none of them match. Not even Ancient Eqoch, which predates Celestia and Luna by thousands of years. It's ridiculous!"

"Could you translate the language through magic?" asked Spike, "You've done that before with written things. You run the magic over the writing, then it gets translated in your head."

"I could, but it'll take longer, since I don't know the original language," admitted Twilight, "I don't even know how to pronounce these words."

Bruce looked curiously at the tablet. "I'm not a linguist, but I've had to learn the languages of a lot of different countries, and these don't look familiar to me either. Then again, we are on a different planet."

Twilight opened her mouth to respond, but her sensitive pony ears picked up a small scratching sound, emanating from somewhere in the room. A quick glance at Fluttershy confirmed that she'd gotten it too. The Avengers watched with confusion as the two ponies focused, their ears twitching as they tried to pinpoint the origin. Finally, Twilight stuck her head under the table, letting out a grunt of annoyance.

"Lyra!" she shouted. Twilight emerged, her horn glowing, as she telekinetically lifted up a mint-green unicorn, with a green and white mane, and a harp Cutie Mark. She was holding a notepad and pencil, apparently listening to the interplanetary conversations, and taking notes. On her back was a set of saddle bags, filled with more notebooks.

Lyra grinned sheepishly, her gold eyes widened in an attempt to look innocent. It wasn't working.

"Uh, hey, Twi," she said, sweat dripping from her forehead, "Nice day, isn't it?"

Fluttershy gave an astonished gasp. "Lyra Heartstrings!" she admonished, "How could you spy on anypony's personal conversations!" She was tempted to bust out the Stare, believing it'd be a fitting punishment.

Tony stared perplexed at the trapped unicorn. "Wait a minute, weren't you the pony ogling Rogers yesterday?" he asked.

"What? No!" Lyra insisted, holding up her hooves, "I would never do something-wait a minute you're talking to me oh my goodness this is amazing I-!"

Twilight gave a sigh, releasing her magical grip on the pony, allowing her to unceremoniously drop to the floor.

"Lyra, I know you're fascinated by the Avengers, but we have work to do."

Lyra got to her hooves, scooping up her notes as she did so. "I understand, I really do, but they're so interesting! I just wanted to get some basic-" She cut herself off, staring at the tablet, which lay untouched on the crystal worktable. "W-where did you get that?!" she asked in shock.

"It was in the shrine of the Badlands," T'Challa responded, speaking for the first time in the conversation, "Do you know of it?"

Lyra placed her hooves on the stone slab, her body trembling as she did so. "I-I think so. But this is the most intact one I've ever seen! It shouldn't be in such good condition..."

Even Twilight was listening now, looking over Lyra's shoulder. "Are you sure? I've had my doubts about your research before, but..."

"Uh, hello?" Tony interrupted, "Kind of in the dark here? What's going on?"

"This is human writing!" Lyra exclaimed, thrusting the tablet in Tony's face. Twilight grabbed her again with her magic, levitating the eager unicorn away from Tony.

"It's complicated," she explained, "I didn't buy any of it until I went to the other universe, and saw humans for the first time. Some archeologists believe that before ponies became the dominant species on Equis, that position was held by a species remarkably similar to humans. She went nuts the first time I told her."

"WHAT?!" shouted Bruce, Tony, Vision, and T'Challa.

"The evidence isn't exactly airtight," Twilight continued, "Nopony says they can definitively prove they existed at all. But there are unexplained fossils, and a few surviving artifacts. Lyra has a keen interest in it, and she claims to have amassed quite a collection of human cultural remnants."

Lyra reached into her bag with her own telekinesis, producing a scrap of withered, yellowed parchment. She unrolled it, presenting it to the assembled group. "Look! This writing's exactly like the writing on that tablet! And there's even a translation in Ancient Eqoch!"

Looking down at the two samples, the group did have to admit that the writing was similar at least. There were repeated characters. The Ancient Eqoch was right below the unknown language, and attached was a post-it with a translation, which Twilight remembered scribbling down for Lyra months ago.

"'We, the Bare-Fleshed, pledge this to our allies, the Alicorn Empire...'" Bruce read, "So the rest got torn off?"

"Yeah," Lyra admitted, putting the scroll back into her bag, "I haven't been able to track down the rest. But since I got the Eqoch translated, I've started working on getting the human language interpreted. I could probably get you guys a rough translation of this tablet."

"Really?" asked Spike, "Phew! That makes it easier!"

"If you wouldn't mind," chimed in Fluttershy, "It would really help us."

"If I may," started Vision, "Mr. Stark, Dr. Banner, and Princess Sparkle are working on other projects at the moment. I have considerable skill in processing of bits of data. Would you like me to assist you with the translation?"

Lyra squealed so loudly, Tony was surprised the windows didn't shatter. "YES YES YES!" she exclaimed, telekinetically grabbing Vision's cape. The green unicorn then sped out of Twilight's castle, dragging the unfortunate android with her.

Tony, Twilight, T'Challa, Spike, Bruce, and Fluttershy were left alone.

"What the hell just happened?"


	15. Chapter 15: Even More Bonding Time Pt II

Chapter 15: Even More Bonding Time Part II

 **Equis, Canterlot**

Thor touched down in the central square of Canterlot City once more, the castle directly in front of him. A few curious ponies stopped to gawk at him, but the stuffy Canterlot elite, just as insufferable one-thousand years later, ignored him entirely, and soon no eyes were focused on the alien. It suited Thor just fine.

The Asgardian warrior was troubled by the actions of his friends, and their seemingly never-ending supply of anger towards each other. Heimdall had, of course, informed him of everything that had occurred on Earth in his absence, including the Sokovia Accords and the revelation that Sergeant Barnes had murdered Tony Stark's parents. If Thor had to be honest, he agreed with the Captain, believing that Barnes shouldn't be judged based on actions he committed under the control of Hydra. At the same time, he understood Tony's rage, having felt it himself when he almost fried Malekith's face off following Frigga's death. Lost, Thor had decided to visit Celestia, hoping he could have another talk with her about Twilight Sparkle.

Walking up the front steps of the castle, Thor was met by Captain Fortified Shield, a pony he'd become familiar with since his previous visit.

"Ah, Prince Thor," said the stallion, "Are you seeking an audience with the princess?"

"Yes," Thor replied, "I was hoping-"

"Unfortunately, I do not believe that will happen today," said Luna, appearing in the doorway, "Tia's in her study, you know she never lets anypony disturb her in there."

Thor smiled politely at the midnight alicorn. "Some things never do change, do they?" he asked. The thunder god stepped inside, giving a nod to Fortified Shield.

Luna and Thor strolled down the castle hallways, listening to the expensive carpet as it crumpled under each step. Royal Guards, stationed at the most important locations, didn't even glance at them as they passed, keeping all of their energy focused on their work. The duo eventually arrived in the throne room, with two identical seats, except for the specific sun and moon markings adorning each chair.

"I'm guessing your return to the throne went less than smoothly," Thor started, "You were gone for one-thousand years. It can't have been without difficulties."

"True," Luna admitted, "Not to mention that Tia forgot to tell me not to use the Royal Canterlot Voice when communication with ponies." She didn't bother to continue, expecting Thor to burst into hysterics. She was not disappointed.

Thor was doubled over with laughter, shaking so hard he actually dropped Mjönir onto the floor with a thunk. He fell onto his knees with a thump, holding his chest as he cackled like an insane hyena.

"I'm sorry, I'm sorry!" he choked out between gasps of air, "It's just, the thought of you, bellowing at the top of your lungs at ponies for no reason, and Celestia-!" He lost it there, being forced to put out an arm to steady himself. Finally, he managed to catch his breath, climbing to his feet.

"Are you done?" Luna deadpanned.

"Yes...yes," said Thor, somewhat embarrassed, "So, do you know when Celestia will be finished? I was hoping to talk to her about Princess Sparkle."

Luna sighed to herself. "I have no idea," she admitted, "Over the past few weeks, she's been shutting herself in there, just to be alone with her thoughts. It's been less frequent recently, because she's been so occupied with Sombra's revenge plot, your return, and the Avengers, but still..."

Thor looked concerned. "Yesterday, she told me that she's been having some reservations over Twilight's...life up to this point. She's been having nightmares about it, even."

Luna stomped her hoof angrily. "I knew it!" she snapped, "She hasn't let me into her dreams in weeks! I knew she was hiding something!"

"I told her she needs to talk to Twilight if she wants to make any progress with their relationship," said Thor, "But she's terrified. She thinks Twilight secretly resents her or something. It's insane. It's as though something's-"

He was cut off by a loud popping noise, emitting directly next to his ear, followed by a gigantic air horn triggered from the exact same spot. Thor's hands snatched to his head, clutching it in agony, almost dropping Mjölnir again in the process. Luna pushed her ears down with her hooves, glaring in anger at the source of the disturbance, Discord.

"So sorry, everypony, I forgot to call ahead," chuckled the chaotic being, "But I figure this works just as well."

"Discord, I swear, I'll drag you to Muspelheim myself," growled Thor, still hanging onto his skull, "Just as soon as this ringing in my head stops..."

"Oh, come now, Thor!" Discord laughed, snaking himself around Thor's neck like a boa, "Surely the high and mighty prince of Asgard can survive a little noise?"

A blue glow surrounded Discord as Luna ignited her horn. The alicorn telekinetically tossed the draconnequus off of Thor, then lifted her friend back to his feet.

"What do you want, Discord?" she demanded, sounding irritated, "Is this just one of your spontaneous 'goodwill' visits, or do you have an actual purpose?"

"Oh, Luna, how could you be so cruel?!" Discord whined, leaning backwards, a tattoo of a broken heart appearing on his chest, "After all I've done, all the friends I've made among ponies, do you still not trust me?"

"It's not a matter of trust," said Luna, clenching her teeth, "It's more the fact that Sombra's revenge is taking more of our time right now, Thor and I are having a serious discussion, and you tend to drive everypony off the deep end!" Thor's expression told any observer with two functioning brain cells that his thoughts were on the same page.

"Well, of course," Discord admitted, "Spirt of Chaos, remember? That's who I am."

He snapped his fingers, teleporting over to the twin thrones. However, Discord opted to conjure a hammock out of nothing, laying himself between the thrones. The ends of the hammock, naturally, held onto thin air.

"But, even I can understand the need to tone down," Discord admitted, filing the nails on his lion's paw with a jagged rock, "So, you say Celestia's having a little trouble in paradise?"

"Don't even think about it, Discord," said Thor, "This has nothing to do with you."

"Of course it doesn't, Thor," replied the draconequus, "But when you have friends, you help them. Contrary to popular belief, I do care about others besides Fluttershy." At the skeptic looks directed his way, he added, "Less, certainly, but I do."

"Look, Discord," said Luna, "At the moment, we are without any good course of action. Even your supreme powers may not hold the ability to change that. So, if you have no suggestions, please leave us to work this out ourselves."

"Oh, alright," said Discord, snapping his fingers, dematerializing his hammock in the process, "I think I can find something to do." With another loud pop, he was gone.

"I don't care what Celestia says," said Thor, "I still don't care for him."

"He can behave himself...when he feels like it," Luna admitted, "And he is fun at parties. As for our previous topic, what were you planning to say?"

Thor thought for a moment, the headache Discord had given him not making it any easier on his memory, "For Celestia to start feeling this guilt over Twilight just now is oddly coincidental. You say they haven't had any sort of disagreement recently? Nothing especially terrible has happened to Twilight?" Luna shook her head. "I would've thought this line of thinking would need some sort of catalyst. It's as though something's...influencing her."

Luna looked on gravely. "Well, we'd better find some way to help her," she declared, "Get her and Twilight to have a talk. The more strife we have among ourselves, the stronger Sombra's chances of winning."

* * *

 **Equis, Everfree Forest Edge**

Wanda's trademark red energy swirled around her fingertips, reaching out and coalescing around the group of small rocks ahead of her. She raised her arms, telekinetically lifting the rocks and holding them above her head. With a wave of her hands, she arranged them into a circle, then a diamond shape, then an octagon. She spun the display, making the rocks twirl in their perpetual orbit.

Deciding to mix it up, she clenched her hands, causing the energy to tense around each stone, battering them, leaving large splits in the surfaces. With a resounding crack, the rocks broke apart into several dozen tiny fragments. Wanda made another gesture, shifting the now small rocks into a larger, six-pointed star in front of her.

The Sokovian sighed to herself as she continued to go through her telekinetic exercises. Back home, this had been a good way for her to take her mind off of things, or at least relax for a while. They'd been conceived during her time as Hydra's test subject, as a way for her to practice, and ideally master, her new powers, and she'd continued them well into her Avengers tenure. Now, it just felt like going through the motions, doing these things out of nothing more than habit. She'd felt cooped up in the castle, especially considering Stark was still there, and she didn't particularly enjoy his company. If she were honest, she was also avoiding a certain android, about whom she felt much less certain. Nobody had to know that, of course. At the same time, there was nothing for her on this planet. Nothing but these meaningless distractions.

Joining this mission in the first place had felt like a reflex action. Something she held no emotional investment in doing, but did anyway, because she was accustomed to doing so. Joining the Avengers, in the beginning, had given her a sense of purpose, feeling like she truly belonged somewhere in a world without Pietro, without her other half. Now it felt like nothing more than a job. She wasn't even making a difference, she was just trying to do something besides think of her self-loathing. Wanda tried to suppress her feelings of anxiety, but failed to keep them calm, causing her to lose her focus on her telekinesis, dropping the rock fragments onto the ground.

"Some impressive work, there," said a voice. Wanda turned, finding herself facing one of the ponies, a pink unicorn mare with a purple and turquoise mane, "You don't even have a horn! It's fascinating."

"Did you need something...er-" Wanda started. She couldn't recall the name.

"Starlight Glimmer," said the pony, holding out her hoof. Wanda gave it a small shake. "Don't worry, we haven't had much in the way of introductions."

"Sure, thank you," replied the human, "I'm, er, Wanda. Maximoff. Did you need something?"

"Well, no," Starlight admitted, shuffling her hooves awkwardly, "I know you said you wanted to be alone, but you looked a little unhappy, and I wondered if, y'know...maybe you wanted to talk to somepony?"

Wanda stared at the pony for a minute, trying to decide how to react. She was tempted to bring out a false persona of anger, hoping to drive off Starlight, but ultimately decided against it. After all, Starlight hadn't tried to force any answers from her.

"...No, thank you," she finally answered, "You can stay and watch, if you want, but I won't be much for conversation."

"Okay! Sure," Starlight replied, breathing an internal sigh of relief. That'd gone over better than she'd expected.

Wanda turned away from her, and ignited her hands again, this time targeting a handful of tree branches formed of the gnarled, black wood present in so much of the Everfree Forest. Holding them all in straight, vertical positions, she intensified the energy once more, snapping the wood into dozens of tiny twigs. Thinking of complex patterns, Wanda shaped them into a design resembling Captain Rogers' original shield, a circle with a five-pointed star in the center.

Starlight observed the human's actions with interest. She recalled basic magic school when she'd been a filly, when she'd learn the basic limits of what she could do with her horn. Telekinetic exercises were an important part of a unicorn's education, especially when their magic was beginning to mature, and the pony needed to control it. Lack of use could cause a magical build-up in a unicorn, which could lead to health problems. While not every unicorn held a special talent for magic, they could all master the basics.

Nostalgia filling her, Starlight sent power into her own horn, ripping out many loose blades of grass. A second magical glow enveloped some of the dirt laying beneath her hooves, and it swirled through the air as a fine powder. With a few simple manipulations, Starlight arranged the grass and earth into a design resembling her own shooting star Cutie Mark, with grass serving as a border, and the dirt acting as the filling color.

Wanda, in spite of herself, turned to the unicorn, curious. "Impressive," she noted, "I didn't know you ponies were so adept at this."

Starlight gave a proud smile. "Magic is my forte, after all," she said, "Seems to be yours, as well."

"Mine's not magic," Wanda replied, "It's-" She stopped herself before she could reply. She realized she wasn't even sure exactly what her abilities were. She knew about the biological origins in her brain, but they'd come about thanks to the Mind Stone, which was...whatever it was. "It was given to me through experiments. I wasn't born with it."

"Really?" asked Starlight, intrigued, "So you're the only human who can do those things?"

"As far as I know," said Wanda, mentally grasping a weed and tearing it free from it's roots, "I also have some telepathy based powers."

"Amazing," breathed Starlight, "What kind off experiments? What happened to you?"

Wanda released her telekinetic grip, dropping everything she held, as she gave the unicorn a look. It wasn't a particularly harsh look, but it was a subtle signal that she'd gone into the wrong territory. Wanda's time with Hydra hadn't been pleasant, but what was worse were the unpleasant memories she'd learned to associate with it, among them Pietro, the fall of Sokovia, and what would eventually lead to Lagos. Wanda wanted none of these to be conversation topics.

"Sorry...sorry," Starlight sheepishly replied. Even after all this time, she still wasn't very good with friendship, or making new friends. Mentally, she thanked whatever deities existed that she hadn't gotten deep into a taboo subject before Wanda cut her off. "So...you probably want me to leave now-"

"No, no," Wanda insisted, feeling a bit guilty, like she'd been too severe with the unicorn, "You can stay, just...let's talk about you instead, okay?"

"Oh, okay," said Starlight. With her past, and the things she'd done, she wasn't exactly comfortable talking about herself, but at least it was easier than tip-toeing through Wanda's history.

Wanda came over to the unicorn, setting herself down on her rear beside Starlight. She figured a display of casual nature would help ease some of the lingering tension.

"So, Steve told us a little bit about the Elements of Harmony," Wanda started, "The six other ponies hold those titles. What about you?"

"Well, I'm Twilight's friendship student," said Starlight, "Since it's her domain as a princess, her job is basically to help solve social conflicts between ponies. I'm sort of a...special case, since I really knew nothing about friendship when we met. In fact, I was, er...about as far as you could go from Twilight. I did some...okay, a lot of things I regret."

"I know that feeling, believe me," Wanda replied, "I promise I won't ask about them, I'm not a hypocrite."

"No, no, it's fine," Starlight replied, "It's a long story, but suffice it to say, I basically built up a foalhood incident into a hatred of Cutie Marks, stole a bunch, tried to exact a pretty terrible revenge on Twilight after she stopped me that almost resulted in the destruction of Equestria...now I'm trying to get better."

"You hated those tattoos you ponies have?" Wanda asked, curious.

"I...well, I overinflated some problems that could arise from them," Starlight explained, "All I could think of was ponies being divided, because every individual was better than everyone else in some way, and it just didn't feel like anypony was equal. Even worse, it felt like nopony had any control over their destiny, forced to do whatever appeared on their flank when they got older." She winced, memories of the removal spell she'd used on so many others flashing in her mind. "Back then, I didn't know what Princess Celestia told us about Cutie Marks, how they're basically an expression of a pony's soul. If I had..." She thought for a moment. "I honestly can't say I would've done the same things, but who knows?"

"So, when you find what it is that you do best, that mark just appears on you?" asked Wanda, "Sort of like a sign saying 'This is your purpose in life?'"

"Well, not your only purpose in life, necessarily," said Starlight, "A glance at their Cutie Mark doesn't tell you everything you need to know about a pony. It's more like a representation of part of that pony."

 _Hm,_ Wanda thought, _Must be nice, having a chunk of your destiny plastered on your body. Knowing who you are. Indecision wouldn't be nearly as much of a problem with those._ However, out loud, she said nothing.

"Anyway, my talent lies in magical variety, like Twilight's," said Starlight, "I, er, I guess I followed you today because I saw your powers and I got kind of curious as to how they worked, and if it was widespread human thing. You don't have a unicorn's horn, which is required as a conduit to manipulate magic. But, as you said, your powers aren't magic, so not much to talk about, is there?"

"Well," Wanda answered, forming the familiar red wisps between her cupped hands, "Like I said, I don't know exactly where they came from. You could talk to...Vision. Before he was created, the Stone in his head was used to create my powers. We know very little about that, though."

Starlight studied Wanda's collected energy with interest. "You said you had some sort of telepathy, too? Can you show me how that works?"

Wanda raised her eyebrows. "Are you sure? The process is...somewhat invasive. Most aren't comfortable with me rummaging around in their heads."

"I trust you not to look at anything private," responded Starlight, "Maybe just...show me what your planet looks like, with mental images, or maybe some unimportant memory?"

Wanda thought about it for a moment. "Well, that sounds harmless," she admitted, "Alright."

Wanda formed a scoop with her hand, red light pooling into a small sphere shape. Holding the orb up, she looked at Starlight one last time for confirmation, which she received in the form of a small nod. Satisfied, Wanda raised her hand next to Starlight's temple, her energy jumping off into the pony's temple, and her veins pulsed with red light. Starlight closed her eyes.

 _She was walking through a city about the size of Canterlot. Buildings, reminiscent of older architecture, surrounded her on all sides, with aged brick composing their walls. Metallic chariots with nothing pulling them raced down the middle of the street. Starlight didn't know what they were, until Wanda's mind supplied her with the word_ car _._

 _Starlight looked down at her own body, noticing the bipedal shape, and the two arms ending in the fleshy_ fingers _. While she wasn't in control of it, she could physically feel what Wanda had felt during the memory. This was clearly from Wanda's youth, as she was much shorter than Starlight knew her. Reaching a hand up, Wanda ran a hand through her own hair, and Starlight's sense of touch relayed the feeling of it to her. It reminded her a bit of her mane, yet more fine._

 _Wanda turned her head, and Starlight's line of sight followed. Another human came into view, an older woman, wearing a silk, grey dress. Her hair nearly reached her hips, and her face brought upon a swelling of peace into Wanda's head, making it's way to Starlight. The pony guessed she was Wanda's mother. The woman looked ahead of them, and spoke in a language Starlight didn't understand, but Wanda's brain mentally translated it for her._

 _"Don't run too far ahead, Pietro," she called._

 _Wanda followed her gaze, her sight falling upon a young boy, about her age, with a head of spiky hair the same brown shade as hers-_

 _Starlight's brain screamed in surprise, as the image set off an electric connect the dots through the two joined brains.:_

 _She stood in the crumbling church, the metallic constructs around her nonexistent, as she felt her heart tear in half, and the second part of her died. A thought crossed her mind, hissing in her ear that this was all her fault-_

 _All she wanted to do was sit there, beside the corpse of Ultron, as the improvised meteor exploded above the Earth, having no more reason to live. But then she saw the figure flying towards her-_

 _The panicked screams and the smell of fire swarmed around her, the upper floor of the building blasted apart by Rumlow's bomb, a tragedy she'd failed to stop-_

 _She was in handcuffs, with her new power-suppressing collar, being led by armed soldiers to a transport plane. Vision looked at her, as though he wanted to say something, but she just shook her head-_

Wanda suddenly gasped in shock, leaping backwards, causing her to trip and fall on her backside. Starlight fell over as well, her mind thrown into a daze by the sensation of being wrenched out of the memory. She took several deep breaths, her brain readjusting itself to her normal body once again.

"Wanda?" she asked, climbing to her hooves once more, her legs wobbling in the process.

Wanda had wrapped her arms around herself, trembling where she sat, making no effort to get up. She mumbled to herself in Romani as she stared at the ground, rocking back and forth. She finally replied with, "I'm sorry...I didn't mean to show you that. I picked a memory I thought didn't have anything...I'm sorry."

Starlight stared at the human, who continually refused to make eye contact with her. Wanda was clearly in some sort of emotional shock, triggered by something in the first memory, though Starlight had no idea what. The memory she'd been introduced to, Wanda's childhood, looked completely innocent, yet it had led to those other, far more horrible moments in Wanda's history. Going through the events that'd just occurred, a thought came to the pony.

"Wanda, who was that boy-"

"Pietro. My brother," Wanda snapped, "He died." She didn't want to talk about him. Not with this pony, and certainly not right now. Her earlier reservations gone, she was being intentionally harsh in an effort to drive the unicorn away, to avoid sharing her shameful past. Starlight deserved better than that, especially with the emotional roller coster Wanda had accidentally put her through.

Unfortunately for her, it didn't seem to be working. Starlight tentatively reached forward with one foreleg. "Wanda," she pleaded, "I know it's not my place, but you seem upset. I want to help-"

"I have to go," Wanda cut her off, climbing to her own feet. She turned around, marching off towards Ponyville. She threw an aggressive glance back at Starlight, carrying a wordless warning: Don't follow.

Starlight stood there quietly, obeying Wanda's unspoken commands. She felt a sting of guilt reach her, wishing she'd done more for the human, but she'd unknowingly treaded too far. Wanda was in so much pain, but she refused to share it, to try and get help. Almost like she was intentionally punishing herself. It was something Starlight couldn't understand.

 _Or,_ said her brain, recalling part of the memory in the church, _Maybe you can._

Wanda walked farther and farther away from the Everfree Forest, directed at nowhere in particular. Tears dripped from her eyes, but she didn't allow herself to break down. Not where she could be seen.

* * *

 **Equis, Ponyville**

Spike was frustrated. This feeling wasn't new to him or anything, but right now, it was particularly vexing. Considering the crisis the team was currently undergoing, he thought irritation alone was relatively small. It didn't help that the party currently threatening to conquer Equestria, King Sombra, out of all their enemies, was the one that Spike had the largest hand in defeating. It was like fate was spiting him.

Of course, the dragon's anger wasn't just directed at Sombra's return. It was more the feeling of helplessness that seemed contrived to drive him crazy. In this conflict, Spike didn't feel like he was making himself useful to the others. Twilight and Tony had just pulled out the larger power tools for whatever they'd been working on, and for safety reasons, Spike had been ejected from the workroom. Twilight had given him the "It's really not your fault, we just don't want to put you at risk" look, which he'd believed, especially after Tony had demonstrated just how powerful the industrial laser was. Unfortunately, this left the young dragon all alone, with none of his daily tasks unfinished, listening to the faint sounds of Twilight yelling at Tony for even more property damage. Boy, that'd gone on for a while.

Fluttershy, who'd already left the castle, had offered to give Spike some work around her cottage, where Dr. Banner was currently sipping tea, but he'd refused. He knew he'd just get bored there, too. Now he sat, trying to think of something productive, and coming up blank.

"Are you alright?" came a voice. Spike turned in his chair, finding himself facing King T'Challa, the Black Panther, wearing a simple black t-shirt and jeans. For the first time, Spike noticed the necklace he wore, being a simple black band with a metal, claw-shaped ornament on it.

"Oh, y-your Highness!" he stuttered, nearly falling out of his chair as he tried to get into a respectful position, "I'm sorry, I didn't know you were still here-"

The dragon was cut off by the feeling of a soft hand coming to rest upon him. T'Challa gently lifted the dragon back up into a standing position, then got down on one knee so they'd be at eye level.

"As I informed you Princesses," T'Challa said, "You are under no obligation to treat me as royalty. Please, just call me T'Challa, Spike."

Spike breathed a quiet sigh of relief. He hated bowing, anyway. What surprised him was the way T'Challa addressed him as an equal, not caring in the slightest about the difference between the two. His voice carried a calm, serene feeling to it, and Spike thought he would never feel unsafe around the man.

"Thanks, I guess," he finally replied, "I didn't realize you were still here. You aren't out on the town with some of the others?"

T'Challa shook his head. "I find that moments like these are best spent meditating on the situation," he replied, "But enough about myself. Tell me, what troubles you?"

Spike blinked in surprise. "How did you even know? I wasn't making overt expressions through body language! I don't think I was even frowning! Can you read minds?"

T'Challa gave a knowing smile. "I have diplomatically served Wakanda for my whole life. I learned from an early age how to read others, understand the things they would never say out loud. Your body acted in minute ways, but still noticeable. You tensed your fangs, your tail was twitching, and you dug a small gash into that chair."

Spike looked over at the chair to see that he'd done just that, carving a tiny little slice into the body. It was barely the size of an ant, and thus, barely perceivable. He had to hand it to T'Challa, the man had eyes like the cat he dressed up as.

"Huh," he muttered to himself.

"Spike, do you wish to speak of your troubles?" continued the king, "I am willing to lend my ears, but I will not force you."

"Well," Spike started, tentatively, "See, the last time we faced off against King Sombra, the Crystal Empire had just returned, and it was our job to secure it. Ultimately, I, with some help from Princess Cadence, was the one who returned the Crystal Heart, the source of the Empire's safety, to it's rightful place. Twilight found the thing, of course, but she told me to take it. Since then, I've become a pretty big celebrity in the Empire." The young drake smiled to himself, clearly reveling in that fact.

"But now..." his face fell as he continued, "Sombra's back, and I can't do anything to help stop him. Twilight can't have me in the room while she's working on whatever it is, and she wouldn't let me come to the Shrine..." Seeing the look on T'Challa's face, he quickly clarified, "I'm not mad at her for looking after me. She doesn't condescend to me, but...I hate this feeling. The feeling of being dead weight. I'm still a young dragon, barely capable of anything. It's like I'm Humdrum all over again. Don't ask, long story."

T'Challa nodded in affirmation. "A sensible frustration in times such as these," he noted, "Though, from what I've observed, none of your friends would consider you a liability."

"No, they wouldn't," Spike acknowledged, "They're too good for that. But there's a difference between how others perceive you, and how you see yourself."

 _Wise for his age,_ T'Challa thought to himself. Out loud, he said, "Spike, what did Princess Twilight say when she told you not to go to the Shrine?

"Just that it was too dangerous," replied the dragon, "Not really a place for what's still the dragon equivalent of a baby."

"There is a fault in her logic," T'Challa noted, "If you are not exposed to dangerous situations and given the chance to learn, you won't become more skilled, and thus, prepared to handle the risks when you don't have a choice. You will need to find some way to get experience."

"That makes sense," said Spike, "But I'm not trained for anything, while most of the others are. Twilight's a master of magic, Rainbow and Applejack are physically active enough to make themselves super strong, Pinkie is...well, Pinkie. I haven't-"

"There's only so much that can be learned from simple training, Spike," said T'Challa, "True power, true capabilities, emerge from experience. When I was a young man, I had to take the trials of the Black Panther, like my father, and everyone who has worn the Black Panther mantle before I. There was a very real risk, a risk that had to be overcome, in order to earn the power of the Panther. It required all of my physical and mental prowess. But it prepared me for a future as a warrior." He smiled down at the shocked dragon. "Of course, you should probably start somewhere lower."

Spike was in awe. The Avengers had already been incredible to him, like something out of his Power Ponies comics come to life (again), but this was on another level. T'Challa had shown himself to be a truly understanding individual, one who was willing to listen to Spike's problems, and offer logical suggestions for solutions. Of course, whether Twilight would agree with him was another matter entirely, but they'd burn that bridge when they came to it.

"Can you teach me?" he implored, putting his claws together in a pleading gesture, "Just get me through some of the basics? I know you said training isn't everything, but-"

"Of course," responded the king, "I've never taken a student before, but I believe I can."

He moved to the center of the room, standing straight as an arrow, and faced the small dragon.

"See if you can land a hit on me," he prompted.

Spike grinned. Giving his tail a quick wag, he braced himself on both of his clawed feet. With a quick burst of energy, the small dragon charged the short distance between him and the king, before slamming his tail into the ground. The force of the blow launched him into the air, and he pulled back one claw into a fist, aiming for T'Challa's face.

The human smiled, before catching Spike by the chest with one hand. The dragon's momentum through the air was completely halted, and Spike gasped as the sudden stop knocked the air out of him. Apparently not content with that, T'Challa flicked his arm, lightly tossing Spike over his shoulder. Spike landed on his back with a loud bang, his scales clattering against the crystalline floor.

"Clever opening attack," T'Challa acknowledged, "Most would probably expect your flame breath. But you're still predictable, and easily intercepted."

Spike groaned as he climbed to his feet. "You wouldn't be so confidant if I'd been in my giant dragon form," he retorted.

T'Challa gave a small chortle. "You have much to learn, Spike."

* * *

Compared to Twilight's castle, the townhouse shared by Lyra and Bon-Bon was unremarkable. Then again, Vision supposed, the fact that a species so similar to Earth's horses was capable of constructing their own civilization, building houses, developing industries, and creating a stable society should've overshadowed anything else. Besides, the house was perfectly cozy, and the android had no need for luxury.

"So what do they call your offshoot species?" demanded Lyra, grinning at Vision from the other side of the table, her eyes widened as much as physically possible. The black tablet was temporarily laid aside, with unfinished notes tossed about.

Vision groaned. The unicorn had been attempting to extract information from him on human society, biology, and other subjects for hours, and he'd kept steering her back to the tablet, feeling it was the priority at the moment. Unfortunately for him, he didn't think that particular argument was going to work this time. He supposed he'd have to humor her, at least for a little while.

"I am not actually human," Vision answered, "I'm a synthetic being, formed from artificial tissue, and metallic molecules. This," he tapped the Mind Stone, "Is the source of my consciousness. I suppose you could call me an android, though that term's not a perfect fit. To be honest, I don't know the exact term for myself."

"So they created you?!" Lyra exclaimed, grabbing another piece of paper, "That's fascinating! What if the humans on Equis were capable of that level of science?! Could something have caused us to lose that knowledge when they went extinct?! What if they already made something like you?! What-"

Vision stopped Lyra, placing a hand casually over her mouth. "Remember that you still need to breathe, Miss Heartstrings," he insisted.

Lyra obeyed, taking a few deep inhalations of air, making up for what she'd missed during her rant. "Thanks, Viz," she panted.

Vision flinched at Lyra's coincidental use of Wanda's old nickname for him, but she didn't notice.

"Why do you obsess so much over humans?" he asked, curious, "From what Princess Twilight said, most of your species doesn't even know or believe they exist."

Lyra shrugged. "Just a hobby, I guess. I was hooked as soon as I learned about them. It started when I bought this," she moved to an old cabinet across the room, "From an old vendor."

Her horn ignited, Lyra flipped open the doors to the cabinet, searching through the various cluttered items, eventually coming upon her objective. She levitated over a large glass jar, containing what looked like a partially preserved human skull, though missing it's lower jaw.

Vision studied the object with a strange fascination he couldn't quite place, recalling the anatomy books he'd picked up in his spare time. It certainly looked like it could've passed for a sample taken from Earth, though Vision admitted he wasn't an expert in that field. The skull had faded to a shade of dark brown, and a small hole had been formed by wear and tear in the left temple. Vision assumed the only reason the thing was still in good condition was the ponies' preservative magic.

"At first, I thought it was just another ridiculous souvenir," Lyra explained, "I mean, the guy was selling dragon bone necklaces that were obviously fake! But I picked it up, and I couldn't stop looking at it. I've confirmed it the the few archeologists that actually believe in humans, this is the real deal.

"Ultimately, I guess...I just wanted to know what they were like. Were they as advanced as ponies, what was their society like, and did they place the same value on friendship that we do? It's a subject that needs to be explored."

The unicorn turned back to the Vision. "Maybe this works out for both of us. You're technically not human, so you could give me an outsider's perspective."

Lyra realized the problem with her words as soon as they were out of her mouth. To his credit, Vision didn't snap at her. However, she could read his expression as his face fell, staring down at the ground. In his own head, Vision was feeling all his guilt towards his friends come rushing back, especially Wanda. He cared for her well-being, and he'd genuinely believed that she'd been safer contained in the compound. At the same time, he'd been keeping her prisoner, without even resisting Tony. How could he claim to have her interests at heart when he'd betrayed her trust so easily? Then he'd allowed her to be dragged off to the Raft, and his loss of emotional balance had cost Rhodey most of the use of his legs. In the end, no matter how much he pretended otherwise, he wasn't human. He wasn't one of them.

Lyra, while unaware of the exact nature of the emotional baggage in Vision's head, knew she'd hurt him, and rushed to try and remedy the situation.

"W-what I meant was, since you weren't born human, and you had to learn about how they were from your friends-"

"No, no, you are correct," Vision cut her off, waving his hand, "While I am an Avenger, I'm not human. I'm not one of them."

"But that doesn't matter, right?" Lyra continued, "Species doesn't mean anything when it comes to friendship! Spike's the only dragon any of us know, but he's still a close-knit member of Twilight's friend circle."

Vision sighed. "I'd like to believe so, Miss Heartstrings," he replied, "But sometimes personal connections aren't that simple."

"Sure they're not," Lyra responded, "It's the same with ponies. I'm not the Princess of Friendship or anything, but hey, it's one of the foundations of Equestrian society. Like, a while back, I found out that my roommate, Bon-Bon, had...er, been keeping a pretty big secret from me, which I won't repeat, for obvious reasons. But we worked through it, we talked about how we felt about it, and why we did what we did, and we're still friends."

Vision allowed himself a brief smile. "From what I've seen," he stated, "Humans and ponies aren't that radically different. Humans are just individuals, trying to make their way through life, dealing with problems as they come to them. They befriend each other, take care of each other, work to survive...I wouldn't say friendship is as idolized on Earth, but it remains a valuable part of any human's life."

Lyra returned the synthezoid's happy expression. "See? If humans are really like that, who cares if you're synthetic? They're your friends, and that makes you one of them."

Vision desperately wanted to believe the unicorn, but found it difficult, considering the rift that'd formed among the Avengers. He ultimately decided to remain cautiously hopeful. He'd have to find some time to apologize to Wanda before this mess was over, at the very least.

"Now," he announced, as he picked up a half-finished translation scribbled on a torn piece of paper, "I believe we should finish this."

"Okay," Lyra conceded, levitating her quill.

Fortunately, most of the tablet had been translated, with only a few more lines to go. Vision acted as an extra set of eyes (and the only pair of hands) for Lyra, keeping the way various character translations and reading them off for her, so she didn't have to constantly flip back between a half-dozen sheets over and over.

"What does the one shaped like a skull mean, again?" asked Lyra.

"Well, when it's paired with the asterisk, it means 'great power', while when it meets the eclipse-"

Vision stopped in mid-sentence as Lyra dropped the tablet onto the desk with a resounding clunk. The unicorn faced straight ahead, her eyes failing to actually see anything in front of her.

"Miss Heartstrings?" asked Vision, cautiously reaching forward.

"We have to get this to Twilight, now!" Lyra shouted all of a sudden, "It's a matter of life or death!"

* * *

 **Earth, New Avengers Compound**

Rhodey sat at the table top computer, watching as Friday input all the commands he'd issued to her. On the screen was a display of the War Machine Mark IV armor, created in secret without Tony's knowledge. Boy, convincing the A.I. not to tell the billionaire about that had been a nightmare. If Tony knew, he would've had the thing melted into slag, or at least put into a closet for a few years, and Friday would've spent a few weeks in Tony's recycle bin. No matter how much progress Rhodey made with physical therapy, Tony would never ask him to return as War Machine. He couldn't let it stand.

The biggest obstacle to work around was obviously his new physical disabilities. He couldn't walk without the Stark tech bracers on his legs, and even then, it was a strain. Shock absorbers and stabilizing beams in the suit would go a long way to making him walk better, but to minimize the risk, it was better to build up the propulsion systems, and increase the time he could remain flying. That way, he could just float around without actually touching the floor. It was fortunate that Tony had long ago solved the weight to flight systems problems, or he'd be going nowhere.

Suddenly, a noise caught his attention. Rhodey was a former soldier, he was trained to be aware of his surroundings. The sound was almost inaudible, the sound of a rubber sole touching a tile floor, right behind him, but he caught it. Snatching up his pistol, Rhodey spun around in his chair, jumping to his feet (ignoring the stab of pain that hit him).

"I'm beginning to think I should stop coming back here," said Clint, "Last time, Wanda levitated a cleaver in my face."

Rhodey lowered his gun, sighing in relief.

"Clint," he started, "What're you doing here? How did you even get in here without setting off the alarms? You know Ross is out for your head."

"I snuck in here once before. Not like Tony ever changed the security. And he's out for yours, too," responded the archer, "He just doesn't have the means to legally go for it yet."

"He really doesn't like any of us, does he?" asked Rhodey, knowing the answer perfectly well.

"Why do you think I'm here?" continued the archer, "Tony and Steve are havin' a party on a planet of intelligent horses, and they didn't even invite us."

Rhodey snorted with laughter. "You really can't help yourself, can you?" he replied, "You can't physically retire."

Clint shrugged. "I'll admit, running for my life and killing evil monsters with a bow is kind of addictive."

"And becoming a criminal?" Rhodey continued, annoyed, "Breaking the law? Risking Laura and the kids? How addictive is that?"

Clint's eyebrows furrowed, as anger crept into his face. "Oh, that's rich," he snapped back, gripping his bow, "How're you doing as the U.N.'s personal attack dogs, by the way? Ross ordered you to execute troublemakers in a third world country yet?"

Rhodey intensified his grasp on his pistol, noticing the archer did the same. Clint's arm twitched, threatening to reach for an arrow. Both men looked each other in the eye, daring the other to make the first move.

Then they blinked and took a breath, realizing what they'd been approaching. Rhodey relaxed his gun hand, and Clint pressed a button on his bow, collapsing it into it's baton-sized form.

"That's not gonna get us anywhere," said Rhodey, laying his gun down on the table. Clint slipped his bow into a specially designed pouch on his hip.

"I'm sorry," Clint said, taking one of the chairs, "I know you had your reasons for signing the Accords."

"If you hadn't been 'retired,'" Rhodey asked, making air quotes, "Would you still have refused?"

"Yes," Clint replied, without a hint of hesitation, "Look, I'm not saying we don't need any oversight whatsoever. We're not perfect, but the Accords took things too far."

Rhodey sighed. "Ross is a bag of crap, there's no denying that. But the Avengers...we screwed up with Lagos, and especially Sokovia. It's like Natasha said. We need to earn their trust back, then try to get it fixed, hopefully get things back to a better place."

Clint looked down at his feet. "I want to believe it would be that easy," he said, "But would it have?"

Neither man had a response. Despite all the debate, despite all the smacking each other around in Germany, they still hadn't reached any sort of consensus. Nobody could agree about the Accords, the thing that tore them apart in the first place. What hope was there for any sort of healing when they still couldn't reach a unanimous decision?

"It doesn't matter," says Clint, "What does matter is Steve and Tony. Steve...he's still angry. They're trying to just ignore the problem while they're on that planet. But if they just put it off, and pretend it's not a thing..."

"Yeah," Rhodey agreed, "Tony gets this look in his eye whenever Steve gets brought up, like he's gonna punch something just to vent. They can't have that hanging over them while working on a mission, it's gonna drive them crazy. They can't work like that."

"And we can't just sit here and do nothing while they try not to kill each other, while simultaneously fighting magical goat-headed people," said Clint.

Rhodey smiled. "Glad you share my point-of-view. I have a-"

His words were cut off by a massive sound, as something slammed into the windows. The compound's proximity alarm began to blare, red lights flashing from the ceiling. Both men whirled around, Clint yanking an arrow out of his quiver and extending the weapon once more, notching the arrow. Rhodey simultaneously raised his pistol, aiming it at the strange sight. Sitting on the window, his hands and feet gluing him to the glass, was a familiar figure, clad in a red and blue costume, with white eyes.

"Uh, is this a bad time?" asked Spider-Man, "I can come back later."


	16. Chapter 16: Oncoming Disaster

Chapter 16: Oncoming Disaster

 **Equis, Ponyville**

Sitting in the "war room" of Twilight's Castle, everybody (and everypony) felt the sense of déjà vu. After all, they'd all gathered here for the planning stage just yesterday. Now, Lyra Heartstrings had decoded the black tablet, and what it contained was apparently urgent enough that the entire band needed to be present. Celestia and Luna were in attendance, focused on the task at hoof. Cadence and Shining Armor hadn't had the chance to come, but the team could function without them.

Of course, the mood of the room was quite a contrast compared to the day before. The hostilities of the early morning hadn't faded, particularly between Steve and Tony. Steve remained on his feet for the duration of the meeting, his stance guarded and defensive, occasionally shooting a glare at Tony, who sat on the opposite side of the room, between Bruce and Twilight. Steve reflexively used his body to shield Bucky, who leaned against the wall with his arms folded, never speaking. Applejack stood next to Steve, feeling the anger coming off him like heat radiating from a flame. Tony kept clenching his fists, digging fingernail marks into his own palms. His eyes sporadically shot towards Steve, and if one looked closely enough, they'd see rage filling them, along with their attempts to catch a clear shot of Bucky. Twilight and Applejack couldn't think of much to do besides try to keep them distracted with the mission, praying they didn't attack each other.

As if that wasn't enough, nearly all of the Avengers seemed distracted in some way. Wanda had a somber expression filling her features, Natasha kept throwing apologetic faces at Bruce, who seemed more and more depressed as he watched his friends' silent war, Vision looked to be doing everything he could to avoid so much as glimpsing Wanda in his peripheral view, Sam seemed to be silently pleading with Steve, but also joined him sporadically in glaring at Tony, Thor stood rather close to Celestia, his hand gracing her wing, as though trying to comfort her in some way, T'Challa's face was filled with guilt when he looked at Steve, and Scott looked afraid of the rising tension. The ponies could feel anger burning from the Avengers, but of course, no one dared try to address it. All they could think of was to try and observe, and see what would happen. Starlight scooted closer to Wanda, Twilight to Tony, Rarity to Natasha, Fluttershy to Bruce, Applejack to Steve, Spike to T'Challa, and Rainbow to Sam, hoping they could stop their new friends in case something did break out. Pinkie had edged closer to Scott, but she didn't appear capable of stopping a fight, sitting low on the crystal floor, her mane slightly deflated. She didn't even smile. Celestia noticed the rising anger, but she was focused more on Twilight. Luna took notice of Tony's body language, how he directed anger not only towards Steve, but Bucky was well. She quietly filed this information away, for later use.

Fortunately for those present, Lyra failed to pick up on the tensions. Otherwise, she might've been diverted a bit from her intended topic.

"Okay, everypony," she announced to the room, "And every...human?"

"It's everybody. Or everyone," Vision spoke up.

"Thank you. Now, most of you weren't here, but I visited Twilight earlier today, and I discovered that black tablet you guys brought back from the shrine is, in fact, written in the language of the humans that went extinct on Equis. Long story," she indicated, before Scott could interrupt with a question, "Anyway, I have a bit of knowledge of the language, and I was able to translate the tablet. And if I'm reading it correctly," she paused to look at her notes, "King Sombra's plans are worse than anypony could've expected."

"Sombra was after human artifacts?" asked Celestia.

"I can only assume he managed to translate the tablet himself," Twilight spoke up, "Why else would he have it?"

"The tablet talks about an object called 'The Monolith,'" continued Lyra, "It was a device constructed by humans after they began to experiment with dark magic. It wasn't long before they figured out the detrimental effects on their own mental states, not to mention the magic's addictive nature. But by the time they realized exactly how bad it was, they'd gone too far. The magic was pooling, growing into a mass of darkness. The thing about magic is that it's like any kind of energy; it can't be created or destroyed. If the humans couldn't keep that mass of dark magic contained, it could cause a cataclysmic disaster, possibly even rendering the planet barren.

"Finally, they came up with a solution. To avoid risking mental damage among their numbers, they crafted a large stone vessel, the Monolith, to hold the magic, until a better dispersal method could be found. Unfortunately, the tablet doesn't say if they managed to get rid of it before they went extinct."

"So it's more likely than not that this Monolith still exists," Steve summed up.

"Yeah," Lyra agreed. She stepped down, having done her part for the room.

"So, what exactly could Edgelord pony want this thing for?" Tony asked, tearing his eyes away from Steve.

"Every unicorn or alicorn has a maximum amount of magic they can manipulate," explained Starlight, "Their body can't draw more than that without serious physical damage. But Sombra's nature, and his ability to transform into a shadow, would negate a lot of the risks to his body. If he could access the Monolith, he'd be able to take control of a massive pool of dark magic that hasn't been available for millions of years. His power would escalate into something truly terrible."

"Without examining the Monolith, we don't know just how much magic is contained in it," said Luna, "But obviously, Sombra believes it's enough to elevate him high enough to rule Equestria. We can't risk letting him get it."

"Please tell me that tablet actually says where it is," Scott implored.

Lyra hesitated. "Unfortunately...no," she finally admitted.

"Oh, that's perfect," Rainbow groaned, "He might have it already and there's nothing we can do about it!"

"Rainbow, calm yourself!" Rarity insisted, telekinetically shoving Rainbow down in her seat, "We cannot simply give in to frustrations!"

"The tablet does say that the Monolith requires a key to actually access the magic," Lyra said, "But there's nothing that suggests what it looks like, or even where it is."

"Actually..." Twilight chimed in, "I think we may have a solution."

For the first time during the conversation, Tony actually smiled.

"That we do."

* * *

"Following our arrival on this planet, I got curious about the specific properties of magic," Tony said, "And following our battle at the shrine, Twilly, Bruce, and I think we might've actually figured out a way to track it."

The assembled audience had moved from the living room to the throne room, where Twilight activated the Cutie Map once more. They had to squish in a little so that everyone could see the map, considering the thrones got in the way. The crowding problem was slightly relieved by Rainbow and Fluttershy, who floated in the air above the map to make room.

"Yes," Twilight continued, shooting a glare at Tony, "Tony's suit was able to make note of the exact frequencies of Sombra's dark magic. The only problem is that his scanner only has a range of a few miles, and we don't have any satellites on Equis to link it up to."

"They're basically metal flying things we shoot into space that orbit the planet and we can connect with them," Tony explained to the confused ponies.

Bruce took over. "So, we found an alternative. This," he indicated the Cutie Map, "Is basically a map of Equestria from space. If we can have Tony's suit interface with it, we can pinpoint Sombra's current location."

"Uh, not to be doubtful here," Scott chimed in, "But how can you link up an electro-mechanical suit to a magical table formed by a magic tree of crystal?"

"That took us a while," admitted Twilight, "But, I think if I connect my mind to the suit and then to the Cutie Map, we might be able to transfer the suit's knowledge to the map, making it show us where Sombra is. We don't know if the Tree of Harmony is even sentient, but my mind can understand the computer of Tony's suit, so I can act as a sort of translator."

"Uh..." Starlight hesitantly started, "You've tested this, right? Your mind won't accidentally get transferred into the armor or anything?"

"Don't worry," said Twilight, "That could only happen if the armor tried to pull me in or something, and it's not sentient. There's no risk."

"And now onto the main event," Tony announced. He waved his arm, summoning his armor from it's resting place in the corner. The metallic exo-suit disassembled into it's component sections, propelling itself across the room, reforming itself on Tony's body. Steve had to duck under one of the flying gauntlets to avoid receiving a rocket punch to the head, something that didn't escape his notice. This resulted in more glaring at Tony, who smugly ignored it.

Fully costumed, Tony opened a panel in his right arm. He reached in and pulled out a black, coiled cable, tipped with a metal alligator clip with no teeth. Twilight stuck out her horn, and Tony wound the chord around the appendage, finally affixing the tip to the point of her horn. Giving an affirmative smile, Twilight turned back to the map, ready to begin.

The purple alicorn ignited her horn, the familiar magenta aura materializing. A thin beam of light extended from the very tip, connecting the horn with the center of the Cutie Map. Twilight closed her eyes, focusing, as the magical ray formed a pool of white energy on the table. A barely visible pulse of energy traced through the chord into Tony's armor, gathering the necessary information, before emerging once more. The bead of light retraced it's previous steps, making it's way into Twilight's horn, before traveling down into the Cutie Map, vanishing into the void.

Twilight's eyebrows tensed as she focused, her mind interacting with the Cutie Map on some unknowable level. Her horn pulsed, and a few stray black sparks appeared in the constantly streaming magic beam. Her mouth opened, mouthing some unintelligible words, but with no sound emerging from them. After about one minute, Twilight gave a nod, and shut off the magic beam.

The white pool on the Cutie Map glowed for a few more seconds, before shrinking down to a pea-sized dot. Out of the white space emerged a transparent symbol, resembling Sombra's blood-red horn, before it floated across the Cutie Map, settling just to the east of Neighagra Falls, and continued to move east.

"Where is he going?" asked Thor, staring down at the seemingly ordinary location, "There are no ruins or archeological sites of any kind near there. If he is seeking these human relics-"

"Wait a minute," Celestia interrupted. She leaned into the map, holding up her hoof, tracing Sombra's current location across the map. "If he continues on the path he's on...he'll end up in Manehatten."

Sitting in the back of the crowd, Lyra paled. "Uh oh..."

"Please tell me that's somehow a good uh oh," said Natasha, although she knew it wasn't.

"It's not very big, but there is an exhibit of artifacts that might be of human origin," Lyra admitted, "I haven't had the chance to take a trip and look at them yet. Nothing that could be the Monolith, but if we don't know what the key is..."

"Then we found him just in time," Steve declared, "Okay, everyone, we're got our objective. Time to do our jobs."

"Hold on," Twilight cut him off. She trotted over to a cabinet, locked with some kind of circular mechanism, a round hole in the center. Twilight bent her neck, inserting her horn into the hole, and causing the device to give off a magenta glow. A lock clicked, and the cabinet swung open, revealing a small, crystal chest, shaped like a hexagon, with six keys embedded in it.

"We can't take any chances," Twilight declared, levitating the chest out, "If Sombra does manage to activate the Monolith, or even if he doesn't, this is our best bet for taking him down."

"Oh, glorious!" exclaimed Rarity, "I've been dying to use that gorgeous Rainbow form again for so long!" Then, as she noticed the crowd's expressions as they stared at her, she continued, "What? A lady can't want to save the world and appreciate beauty at the same time?"

"Um, I guess that means you need me to come this time?" asked Fluttershy, "The power won't work without all six of us." Twilight, apologetic, opened her mouth to respond, but Fluttershy shook her head. "No, I understand. I don't like fighting, but I'll fight to save Equestria."

"I'll send word to the guard stationed there," Luna declared, "We'll get as many ponies out of the city as possible."

Steve picked up his shield. "Rainbow, you'll know the terrain better, so you'll be our advance scout." Rainbow gave a salut with her foreleg. "This time, we'll all be tuned into radio contact. We brought enough earpieces from Earth for all of you. Thor, I'm gonna need you to drop me on top of a tall building so I can get a vantage point, see if I can direct our initial strategy."

"Make sure not to leave out any vital information this time, Rogers," Tony snarked, his face shield closing on his helmet.

Steve briefly turned his head towards the billionaire, venom in his gaze, but pulled back once Applejack laid a hoof on his arm. Twilight looked worriedly at Tony, who was ignoring all his comrades in favor of tinkering with the keyboard on his arm, and resolved to try and keep him away from Steve in the coming battle.

"So, Tony," she started, hoping to diffuse the hostility, "Do you think we should bring-"

"No," Tony replied, not even facing her, "It's not finished right now. We'll do it later." Unlike their usual conversations, the inventor's voice held no compassion, no enthusiasm for the science they both loved. It was monotone and cold, and Twilight would be lying if she said she didn't feel hurt a little.

"I really hope they don't completely wreck the exhibit," said Spike, jumping down from his chair, "I want to get a really close look at-"

"No, Spike," Twilight answered, moving her attention to the small dragon, "I know you want to help, but you need to stay here where it's safe. I won't drag you into a war zone."

"But-but-!" Spike tried to complain. He looked to T'Challa for support, and the king silently responded, catching Twilight's eye. His gaze sent unspoken questions to the alicorn, his eyes flickering to Spike, attempting to sway her. Twilight's face was sympathetic, but she closed her eyes and shook her head. T'Challa acquiesced without a word, seeing he wasn't going to get through to the Princess of Friendship. Spike's disappointment was fully visible.

"Okay..." he sighed, "Just...please come back safe."

Twilight nodded, bringing the dragon into a close embrace. "I'm sorry..." she whispered.

"Bruce, you up this time?" asked Natasha, "We could use any backup."

If the physicist was startled by the former assassin speaking to him for the first time on Equis, he did a great job of showing it. "No," he replied, "It's probably better if I don't. I'd just destroy the city."

Fluttershy glanced at Bruce, sympathy in her eyes. She opened her mouth to speak to him, but Rainbow pushed her out the front door as the other Elements followed. None of the ponies wanted the tension to get any worse. Lyra moved to join them, but Rarity magically pushed her back, shaking her head. Lyra groaned, putting her head down on the Cutie Map.

With the cross-species team heading down the halls of the crystal castle, Celestia moved herself beside Twilight.

"Luna and I will use our magic in a combined, long-distance teleportation to bring all of us there at once," she said, "We'll arrive at Manehatten before they do, and we'll speed up the evacuation process."

"Princess Celestia, you don't have to come-" Twilight started.

"Celestia, Twilight," responded the solar alicorn, "And yes, I do. For my little ponies."

Twilight was taken aback. Celestia's tone was harsh, but not in an angered way. Her voice sounded more sad and frustrated, maybe even ashamed. Looking around at their team, a group of humans who were furious at each other for some reason, seven mares, and two alicorns, one of whom was apparently dealing with an extreme stressor, Twilight muttered a silent prayer, begging for nothing else to go wrong.

* * *

 **Earth, Avengers Compound**

"I really need to get a key to this place," said Spider-Man, settling down into a crouched position on the wall in the corner of the room, "Seriously, those alarms are crazy." Rhodey had shut off the alert before letting him in, thankful that Friday hadn't automatically contacted any authorities. He reminded her to delete the occurrence from the records. No need for Ross to find out about this.

"Maybe you shouldn't," said Clint, facing the wall-crawler alongside Rhodey, "You're, what, twelve?"

"Hey, insulting the guy who can web you to the wall before you can even reach for an arrow may not be the best idea, Robin Hood," Spider-Man shot back, "You're still wanted, you know."

"Okay, okay, calm down," said Rhodey, climbing to his feet. He visibly stumbled a bit, and Spider-Man's eyepieces widened at the sight.

"Oh my God, Colonel Rhodes!" he exclaimed, jumping down from his perch, "I'm sorry, I forgot all about your fall! Mr. Stark said you were okay, but can you still walk? Are those bracers on your legs working? How-"

"I'm fine, kid," said Rhodey, holding up his hands, "We need to focus on the important stuff. First of all, what are you doing here?"

"Oh, uh...I was actually hoping to talk to Mr. Stark," Spider-Man responded, "He hasn't been answering my calls, and...I kind of really need to ask him some things."

"He gave you a direct line to his cell?" exclaimed Clint, "He never does that! Is he trying to adopt you?"

"Look, he-" Spider-Man started, before backing down, "No, that's...see, he didn't give me a lot of details when he brought me to help take you guys down, and it settled in after the fact. I...wasn't super comfortable with what happened. Then I got home, I read about the Sokovia Accords, how Captain America went rogue, and how Barnes didn't actually bomb the U.N...I need clarification. I need answers. The Accords...it sounds like they're blaming the Avengers for the disasters that they averted. I need to know that I didn't fight for a cause that demonizes heroes."

Clint's expression visibly softened. "Oh...Sorry, kid, I didn't mean to pick on you."

"Well..." Rhodey mumbled, turning his words over in his head, "Look, if he was willing to make you that suit, Tony obviously trusts you, so I'm gonna trust his judgement. He's not here right now, but I can tell you where he is."

The two Avengers launched into an explanation about the current mission across the universe, filling in the gaps in each other's stories. Spider-Man's lenses grew wider and wider as the tale went on, and he collapsed into a chair as they finished.

"A planet...of sapient, talking horses...including pegasi and unicorns," he deadpanned.

"Believe me," said Clint, "I thought it was exactly as ridiculous as that when they told me. If I hadn't seen them with my own eyes, I swear, I would've thought Steve had taken up acid."

"But...but...you know what, I got nothin'," Spider-Man gave in, throwing up his hands, "This is just too weird. And I say that as someone who witnessed the Incident in New York."

"To be fair," Rhodey admitted, "Bionic aliens are a bit easier to wrap your head around than magical talking ponies. Either that, or I've been in this job too long."

"And he's helping them? They're working together? And they invented a portal that goes between Earth and their planet?!" Spider-Man exclaimed, "God, what I wouldn't have given to be part of that project."

"Yeah..." Clint replied, awkwardly scratching his back, "Anyway, Rhodey and I have to go help them. They wouldn't let us come, but we can't just stand by and do nothing."

"I get that," said Spider-Man, "Power comes with responsibility, I understand. That's why I do what I do. Now where's the por-"

"Whoa, whoa, whoa!" Rhodey cut him off, "You're not coming with!"

"Oh, is this about that whole 'just a kid' thing again?" snapped Spider-Man, "Because you're looking at a kid who didn't do half bad against Captain America-"

"Yeah, because you weren't a criminal," interrupted Clint, "Believe me, if Cap had wanted to, he could've taken you out. He held back. And the...things we'll be fighting over on that planet? They won't. They _will_ kill you without batting an eye."

Behind the mask, Peter clenched his jaw as fear started to creep into him. He refused to allow it to show, trying to keep his voice calm.

"I know. This isn't some Saturday morning cartoon. But I have duties, just like you guys. If Mr. Stark, or Captain Rogers, or anybody dies over there, and I didn't act, it'll be my fault they're dead. I need this. Please."

Rhodey and Clint both stared at the teenager, their minds rolling. Yes, he was just a kid. He shouldn't have been at the battle in Germany in the first place. On the other hand, they could feel the desperation in his voice. He felt guilty, perhaps over fighting for Tony's team, or for something he had done previously, and was frantically searching for some kind of validation. Not allowing him would feel like one of the most cruel acts either man had ever committed in their lives, even compared to the deaths they'd both caused. They looked at each other, before turning back to Spider-Man.

"You can come," Clint finally said, "But you have to do exactly as we say. Stay away from the front lines."

"Got it," said Spider-Man with a sigh of relief. He turned back to Rhodey. "Hey, Colonel Rhodes? No offense, but how are you going to pilot the War Machine suit with...your legs?"

Rhodey grinned. "Oh, you're gonna like this one, kid. Friday? Power up the Mark IV."


	17. Chapter 17: Round Two

Chapter Seventeen: Round Two

 **Equis, Manehattan**

Normally, Manehattan was the busiest, most crammed city in Equestria, surpassing even Canterlot itself. The Elements of Harmony could testify to the validity of this fact, especially given that Rarity held an entire branch of Carousel Boutique in the town. At most times, the streets were jammed with taxis, ponies swarming across the sidewalks, the occasional street vendor here and there. Packs of foals would bounce from place to place, partaking in whatever new game they'd come up with on a whim.

Today was not a normal day.

Now the streets were completely deserted, with the entire population of the city evacuated. Nopony roamed the dirty roads, leaving only the occasional piece of paper to flutter across the concrete by itself. The shops were all closed down, the lively lights of store windows extinguished for the day. In one day, Manehattan had apparently become a ghost town.

Not that it mattered to Sombra. The dark unicorn strolled through the empty streets, his armored shoes clanking against the ground. Phobos and Deimos stood on either side of him, staves at the ready, their butter-colored eyes constantly scanning their surroundings. Behind them was Grogar, alongside another force of shadow ponies, raised from the graves of the nearby cemetery. This small army included griffons, yaks, and donkeys, all of whom had spent their lives in the city. Now, their dark reflections followed in the wake of their master, Grogar's bell commanding their every move.

Sombra continued at a leisurely pace, as though this was an everyday stroll through town, as though his minions of darkness did not exist just behind him. As the terrible armada approached the Maretropolitan Museum, they reached the entrance to Equestria's version of Central Park, where Sombra stopped in place, halting all those behind him.

The king turned his head from left to right, checking all directions around him, as though he expected something to jump out at them any second. He raised his muzzle and sniffed the air briefly, before a look of surprise came over his features.

"I really expected they'd try to halt us," he muttered out loud, to no one in particular, "They cleared out the city. Did they take the key and-"

The remainder of that sentence would never be known, as a rather unorthodox interruption cut Sombra off. That interruption took the form of several large confetti cannons popping up in front of the group, accompanied by three more on each side. None of the monsters had a chance to react before the cannons fired, but instead of shredded paper and compressed air, the weapons launched gobs of thick, gooey batter at Sombra and his minions, coating them in a layer of slop, as it plopped over their eyes, and started to dry in the hot sun.

"WHAT THE-?!" screamed Phobos.

"Surprise!" yelled Pinkie Pie, leaping out from behind a rock, "I've mixed up the confetti with the cake batter before, but this time was on purpose, because you guys are meanies, and you need to learn your lesson!"

Grogar reached up with one hoof, wiping the batter from his hair. His red, pupil-less eyes bore into the party pony, who didn't react at all. At his side, Sombra performed the same action, at a loss for any taunts for the first time.

"Master, may I incinerate her?" Grogar asked.

"By all means," Sombra replied, "And reanimate her corpse so we can kill her again."

Grogar began conjuring up a sphere of black lightning between his horns. Pinkie just laughed.

"Come on, silly, you didn't really think I was alone, did you?"

Realizing that her antics had distracted him, Sombra hurriedly threw up a dome-shaped barrier over his army, but not fast enough. Some of the force from Thor's lightning still managed to get the group, frying several shadow ponies, and zapping Phobos to the point where all his wiry hair stood on end. Deimos took a moment to laugh at his brother's predicament, until twin beams of gold and navy blue magic came flying at the group, knocking them backwards.

Grunting in frustration, Sombra cast his gaze skyward. Above them, Thor, Celestia, Luna, Rainbow, Twilight, Sam, and Tony all floated, weapons primed. Celestia and Luna had once again donned the gold and blue battle armor they'd utilized during the War of the Crystal Empire, and held their respective halberd and short sword. On the ground, Pinkie was joined by Rarity, Starlight, Applejack, Wanda, Scott, Steve, and Bucky. Sombra's attention was drawn to the alicorns.

"So, the great Celestia finally deigns to show herself," he chuckled, "And Luna. Still hanging onto big sister's every word, no doubt."

"Don't bother," Luna answered, "You can't get a rise out of me anymore."

"Sombra of the Crystal Empire," Celestia announced, using a low-key version of the Royal Canterlot Voice, "By the law of Equestria, you are charged with war crimes, attempted murder, terrorism, regicide, and crimes against ponykind. You are under arrest. Surrender and no harm will come to you."

"And give me back my stuff," Tony chimed in, leveling his repulsor at Sombra, "Arc reactors are expensive."

Sombra's face never faltered, the superior, mocking smirk never leaving his expression. "Actually, no harm will come to me anyway. After all, you never did have the spine to get your own hooves dirty, did you, Celestia?"

The solar alicorn ground her teeth at his biting remark, but had no response. Flying in front of her, Twilight took over.

"You can't win this fight, Sombra!" she shot back at him, "Drop your weapons and throw up your hooves. This doesn't have to be hard."

"Unfortunately, due to your innate foolishness, _Princess_ Twilight," Sombra mocked, "It does. Here's where I teach you how worthless your precious 'friendship' really is." He turned his gaze to Grogar and the others. "Take them. Retrieve my key."

Grogar, Phobos, and Deimos all smiled, and replied in unison.

"With pleasure, King Sombra."

* * *

Steve grunted as a pegasus ghost dive-bombed his shield, pushing him back a few inches. Starlight, noticing his predicament, blasted the construct away with a bolt of blue magic.

"Thanks," Steve acknowledged, before tapping his earpiece, "Alright, we need to hold them back from the museum. Sam and Rainbow, your our eyes in the sky, and our perimeter. Call out patterns, and take out any that get too close to the museum. Everybody else who can fly, bombard them from above.

"Pinkie, Applejack, Starlight, Rarity, Bucky, Wanda, and Scott, you're with me. We hold the line here, stop them from advancing.

"Natasha, Vision, T'Challa, and Fluttershy: You hang back at the museum. Pummel anything that gets too close. Use the element of surprise."

"O-okay," Fluttershy squeaked from her hiding position beside the others. Natasha gave her a reassuring squeeze on the shoulder.

"Wait, wouldn't surprise be more of my element?" asked Pinkie, as she bounced on the back of a shadow griffon, knocking it out of the air, "I mean, surprise isn't an Element of Harmony, but laughter's kinda surprising, and everypony always says how surprising I am, and-"

"Not the best time, Pinkie!" shouted Applejack, as she ducked under one of Phobos' beams, her Stetson barely grazed by the attack.

Up in the air, Twilight grunted as a small mob of shadow pegasi and griffons swarmed after her and Tony like angry bees. It was difficult enough to fly and fight at the same time, but she also had to flap her wings harder than usual to keep up with Iron Man. Tony glanced around the area, taking notice of Manehattan's equivalent of Time Square.

"Just like New York all over again," he grunted, "Twilight! Follow my lead!"

The purple alicorn obeyed as Tony rocketed towards the currently blank screens, shadow creatures on her tail. Just before he slammed into the glass, Tony made a ninety-degree shift upwards, a move that Twilight barely managed to duplicate. The shadows, beings without real brains, were less fortunate, impacting the screens headfirst, exploding into poofs of dust, and raining shards down onto the street.

"Phew!" Twilight breathed, "Next time, you partner with Rainbow. This is too over the top for me!"

"You want to play around with my erector sets, you gotta take the perils of hanging out with me, Twilly," Tony quipped back. The two of them made their way back towards Sombra and Grogar, Celestia, Luna, and Thor joining them.

"Oh, now this is getting interesting," Sombra laughed to himself.

His body began to morph once more, becoming the shapeless mass of black tentacles. The appendages lunged outwards, tips pointed like spears. The diarchs of Equestria, along with Tony and Thor, managed to swerve to the side, but the inexperienced Twilight found one stabbing right in her direction, without enough time to dodge.

"TWILIGHT!" Celestia screamed, directing all her attention to her former pupil.

Sombra noticed Celestia's plight, of course, and sent two more sharpened tentacles to impale her from behind. Thankfully, Thor and Luna were reliable as ever, blasting Sombra's body with lightning and magic, halting his assault.

Twilight, thankfully, hadn't been injured. She'd managed to conjure up a spherical shield around herself, just before the tentacle stabbed her. The limb had become amorphous again, engulfing her barrier, pinning the Princess of Friendship in place as it tried to pierce her defenses. However, Luna and Thor had thrown off Sombra, giving Twilight time to focus her magic and expand the barrier, ripping the tentacle apart. Celestia released a heavy breath at the sight of her student's safety.

Sombra wasn't done, of course. His eyes and blood-red horn rematerialized on his smokey body, glowing with purple magic. The asphalt beneath the fighters trembled, before spikes made of ugly looking black crystals burst out of it, hurtling towards them. Thor, thinking quickly, spun his hammer around in front of him, shattering the crude projectiles easily. Luna and Twilight picked off the stragglers with magic bolts, but Celestia had a different objective in mind.

The solar alicorn, face filled with rage, dove towards Sombra's glowing eyes, her halberd primed and glowing with gold magic. A white sphere formed on the tip of the weapon, and Celestia stabbed it into Sombra's form, right between the eyes.

The dark king's fanged maw reformed on his body as he let out a roar of agony. The brilliant white glow traveled down his body, leaving glowing cracks, threatening to split his essence into shards. But then Sombra's horn reignited, surrounding himself in dark purple magic. The white glow receded back to where it came from, as Sombra reformed his original pony body. With a grunt of disgust, he spat out the ball of white magic onto the ground.

Directing his gaze back upwards, Sombra summoned his scythe once more, as he stared down Celestia.

"You always were that itch that wouldn't be scratched to death, Celestia," he growled, swiping at the Princess. Celestia leapt backwards, and Thor hurled Mjölnir at Sombra, who deflected it with his scythe.

Above the main battlefield, a group of shadow pegasi attempted to use the distraction to make their way to the museum, Grogar following them in the sky through self-telekinesis. Unfortunately, they found more resistance than they'd expected.

"Stop them! Kill them!" the irate Grogar screamed at his creations. Sam and Rainbow had a brief chuckle, as the shadow ponies dived to grab them with both front hooves, but the far more acrobatic duo had little difficulty evading them.

Rainbow whooped as she swerved across the sky, dodging three hoof punches from all different directions. Sticking up one of her back legs, she began spinning in a circle, kicking out and bashing everything within her vicinity. The shadow ponies were sent spiraling out of the air, crashing down into the asphalt below.

Grogar roared with fury, attempting to launch himself at Rainbow Dash, only to be cut off by Sam. The Falcon made a quick flyby, clocking the ram on the face with one of his metal wings. Grogar, angrier than ever, came after Sam now, just as he wanted.

Sam made a quick upturn, directing the chase to an open area above the buildings. All of a sudden, he executed a quick u-turn, aiming himself right at Grogar. The ram chuckled to himself, prepping a lightning blast, until he noticed the compartment in Sam's backpack opening.

With a burst of speed, Redwing rocketed out of Sam's pack, zooming forward and slamming right between Grogar's eyes. The necromancer could only manage some sort of strangled squeak, accompanied by the sound of part of his nose breaking, as he rolled backwards in the air. He did not stop his descent.

"Ha! Nice," said Rainbow, coming up beside Sam again, "Think you could get a pack big enough to hold me?"

"Don't be so quick to volunteer as a projectile weapon," Sam replied, drawing his duel pistols. On the ground, a group of shadow earth ponies and yaks was rushing to help their fallen master, only to find themselves on the receiving end of Sam's rain of bullets.

Near Grogar's landing spot, Tony had joined the ground battle, attacking Phobos and Deimos, Deimos in particular. The faun was engaged in a magic/repulsor firefight with Iron Man, using the trees for cover.

"Considering you're the one that got me into this mess," Tony grunted, "I think it's only fair that I vent my aggression on you!"

He deployed his wrist laser, slicing down the tree Deimos hid behind, trying to drop it on his opponent. To his surprise, Deimos actually managed to catch the falling tree. With quicker reaction time than he'd expected, Deimos pitched the chunk of wood at Tony, spinning like a boomerang.

Know his own reflexes wouldn't be able to equal Deimos, Tony instead triggered his unibeam, his chest reactor launching the massive white bolt into the spinning tree. Though his attack managed to reduce the threatening projectile to splinters, it left Tony vulnerable to a green energy sphere from Deimos that exploded right between his neck and shoulder. Iron Man was tossed across the park, coming to a sliding stop in the mud.

"Chassis's sustained damage to torso, Boss," Friday reported, brining up a summary of the injuries sustained on Tony's heads-up display, "Attempting to reroute power to defensive shielding."

"Could you do it a little faster?" Tony demanded, noticing that in the distance, Deimos was charging up another beam attack.

As it turned out, he didn't need to worry. Deimos' blast was intercepted by a blue shield, courtesy of Rarity. The faun himself failed to notice Applejack sneaking up behind him until it was too late, and she bucked his lower back with every ounce of strength in her body. Deimos pitched forward, flying directly at Pinkie, who smacked him aside with her own back legs, sending Deimos to collide with a dumpster.

"An' that's fer bein' a big thievin' jerk!" Applejack declared, stomping with her front hooves, "Ya okay, Mr. Stark?"

"Yeah, whatever," Tony replied, activating his jets. He rocketed off without another word.

"Hmph! How rude!" Rarity scoffed as he departed, "Could he not even spare one word of thanks for-" She didn't get to finish that sentence, as a group of shadow unicorns chose that moment to converge on her.

Applejack grunted as she heaved another undead donkey over her head, slamming it into the ground and causing it to dissipate. Though Tony's response, or lack thereof, annoyed her, she was willing to let it go in the middle of a battle, unlike her drama queen of a friend. That didn't exclude her from other concerns, however.

She looked over at Steve, who was currently dueling Phobos. She knew that he'd seen Tony get blasted, and he could've easily thrown the faun off him long enough to help, yet he'd done nothing. Applejack understood that there were plenty of allies who could've helped Iron Man, and Steve might've assumed someone else would do it, but it seemed outside of his nature to ignore a comrade. She uttered a quiet prayer, to anyone who as listening, that his personal feelings weren't starting to affect him now, in the midst of the fight for Equestria.

Meanwhile, Steve grunted in frustration as he bashed Phobos across the face with his shield. He and Bucky were double teaming the faun, but he seemed to be shrugging off their strongest blows. Bucky grabbed the dazed Phobos by the horn with his bionic arm, then reeled back and smashed his head into the ground with full force.

For about a second, it seemed Phobos was out of commission. But then a yellow glow materialized around him, expanding out into a large dome of pure magic. Both super soldiers managed to leap back in time, but Phobos had gotten back on his feet.

"Get him!" Steve roared, charging at the faun, shield positioned like a battering ram. Bucky came from the other side, bionic arm pulled back for a massive punch.

Unfortunately for the two friends, Phobos was prepared this time.

"Perhaps my brother was right. I haven't been taking full advantage of my powers," he thought to himself, "We're not yet prepared to execute the plan, but perhaps just a small taste..." He faced Bucky, making direct eye contact. For about a second, his eyes pulsed with the same sickly yellow color as his magic. Bucky blinked.

 _None of this was real. It was all a desperate fantasy that he'd built from his prison inside the Soldier. In the real world, he continued to kill, taking life after innocent life. Steve was dead, and he only wished that-_

Bucky gasped with surprise and fear, losing all focus on the task at hand. He tripped, stumbling across the grass before falling face-first onto the ground at Phobos' feet.

"Buck!" Steve yelled. This left him open to Phobos, who backhanded him across the face with a chuckle. The hardened plating of Phobos' fist drew blood from Steve's mouth and nose as he collapsed onto the ground.

"So weak!" he laughed, "A small disruption, and-"

Applejack wasn't in the mood for the faun's gloating, as she tossed her lasso around one of his goat legs. She yanked as hard as she possibly could, tripping Phobos up and dropping him on his head once more. This was followed by a beam of midnight-blue magic from the sky, hitting Phobos in the center of his back and sending him flying.

Steve grunted, as Applejack helped him back onto his feet. If he weren't in the midst of a savage battle, the sight that awaited him when he looked at Bucky might've knocked him back down again.

"Sergeant-No, Bucky," Luna breathed, lifting up the soldier with her front legs, "Are you alright?"

"Yeah, yeah," Bucky muttered, "He used some magic crap...I'll be fine." He allowed Luna to lift him back up, and use her wing to wipe the dirt from his eyes. Steve had to restrain himself from gasping in surprise, both at Luna's actions, and the fact that she'd referred to Bucky by his nickname, but said nothing. It was a problem for another time.

"We ain't gainin' too much traction here!" Applejack cut off everybody's thoughts, as she bucked another dark unicorn in the head, "They keep tryin' to push through us!"

"So we don't let them," Steve answered simply, flinging his shield at a recovering Grogar, where it bounced off and decapitated a shadow earth pony.

* * *

Despite the best efforts of the front line, some of the shadows had managed to slip through their grasp. The creatures had no will of their own, operating entirely on the orders of their creator, Grogar, and headed towards the museum. A small group made their way towards the main entrance, rushing towards the glass doors-

Until the yak leading the charge found itself on the receiving end of Vision's golden beam, hitting it right in the middle of its head. The blast cut clean through the construct, tearing it apart and reducing it to a small mass of black smoke. The android himself floated down to confront the remaining shadows, the Mind Stone glowing with pure power.

The few shadow unicorns that had managed to join the assault ignited their horns, firing their gray, lifeless bolts at Vision, who matched them with another gold blast. As the beams clashed, two shadow griffons flew out of the pack, trying to dive down on the android, only to be hit in midair by Natasha's Widow's bite. Plummeting down, the griffons were shredded by T'Challa's vibranium claws.

Fluttershy shivered nervously as her comrades battled the approaching shadows. She'd been conflicted over being assigned to the rear guard for the battle, as she wanted to actually be useful, but she was afraid of actually slugging it out with these ghost monsters. Looking over, she discovered that a donkey, yak, two unicorns, a pegasus, and two griffons were preparing to break through a window, and the Avengers hadn't noticed them. It was up to her, whether she liked it or not.

Bracing herself, Fluttershy flew over to the group of shadows, screeching to a halt in front of the window, and hovering in place. The shadows stopped their advance immediately, assuming battle positions, as Fluttershy weakly held up her hooves. The donkey reared back and punched with his front hoof, Fluttershy barely managing to dodge, leaving the blow to smash into the asphalt. Gulping to herself, Fluttershy put on her best brave face.

"Now listen here, you bad...ghosts, you!" she admonished them, bringing out as much of the Stare as she could, "You may be shadow creatures, but that does not give you the right to attack ponies like me, or my friends! And breaking and entering is just mean! You think the laws don't apply to you?! The laws apply to everypony! Even the ghosts!" She folded her front legs, her famous Stare piercing into the blank eyes of the shadows.

The shadows had no facial expressions, but oddly enough, they seemed apprehensive to attack the butter-yellow pegasus. The griffon raised a claw weakly, but made no move to step forward, its wings remaining folded at its sides. The shadow unicorns didn't even bother to charge up their horns. Fluttershy felt sweat dripping down her neck, but fought down her nerves, afraid that showing any sign of weakness would break her hold on them.

As it turned out, she needn't have worried. Vision's golden beam came from over by the entrance, piercing through the sides of the shadow yak, donkey, and unicorns. The remaining shadows turned to the source of the attack, only to have T'Challa cross the distance in one leap, and swipe through the pegasus, destroying it. The griffons met a similar fate, dispatched with a few well-placed bullets from Natasha. Fluttershy released her breath, blinking rapidly to rehydrate her eyes.

T'Challa, with the battle done for the moment, retracted his claws, turning to the pegasus. "Thank you, Fluttershy," he calmly spoke, "We might've missed them if not for you."

"Wow, first Rarity, now you," Natasha grinned, "You ponies are full of surprises."

Fluttershy blushed at the compliment. "Um, thanks," she replied.

* * *

 **Equis, Ponyville**

"This sucks!" Lyra shouted, using her magic to fling a beanbag chair across the room. The poor inanimate object had already taken quite a beating, but Lyra kept hitting it, considering it was the only thing in the room that nopony would miss if she wrecked it.

"Yeah. You've said that four times in the last thirty minutes," Spike deadpanned, as he continued to attempt to read his comic book, but only succeeding in passing over the exact same speech balloon for the twentieth time in a row.

"Well it does!" Lyra lamented, "Twilight and her friends get to go out and fight alongside humans, and talk to them, and see all the cool stuff they can do, and I'm stuck here doing nothing!"

"Uh, I'm still here," Bruce piped up from his place in the corner. The physicist, desperate to find something to entertain himself, was currently examining a new helmet Tony and Twilight had built.

"How do you think I feel?" Spike snapped, "I've spent my whole life living with Twilight, and I never get to help her! I know, I know she doesn't exclude me to be mean, but I feel like dead weight! I feel like I'm completely useless to her!"

Lyra paled at the dragon's outburst, her telekinetic grip on the beanbag chair dissipating.

"I...I'm sorry, Spike," the unicorn mumbled, "I-I didn't consider that this is probably harder on you." She turned to Bruce. "Sorry, Dr. Banner. I actually forgot you were here."

"It's fine," Bruce replied, "Not a big deal."

Spike put down his comic book, breathing deeply, "I'm sorry for that outburst, Lyra," he said, "I guess I've been letting it get to me lately."

Lyra opened her mouth to respond, but found an interruption in the form of a blaring bagpipe note that reverberated throughout the entire castle. Pony, human, and dragon slammed their forelimbs over their ears, drowning out at least part of the unnaturally loud 'music.' Spike grunted as he looked around to find the source of the disturbance, which didn't take long.

"DISCORD!" he yelled, panting emerald flames. The draconequus in question had materialized out of nowhere, as per his norm, wearing a kilt, and blowing into a massive set of bagpipes. In true Discord fashion, the bag was bright green, dotted with pictures of Fluttershy's Cutie Mark, and the pipes themselves were formed of what looked like deer antlers.

"What?" Discord asked, playing up his cluelessness, "Can't a guy just practice his new hobby in peace?"

"Very funny," Lyra snorted, irritably, "You know, I haven't forgotten you turning my house into a giant cherry pie."

Discord shrugged. "Eh, what can I say? Being trapped in stone for more than one thousand years makes me cranky."

"So, I'm guessing you're the...goat-snake that turns the laws of physics into Play-Doh?" asked Bruce. At Discord's affronted reaction, he held up his hands. "Tony's words, not mine."

Spike chuckled to himself, before a thought hit him like a lightning bolt. "Discord! You could warp us right to Manehattan! You could get us to Twilight so we could help!"

Discord scratched his beard, emitting a sound like a piano keyboard. "Yes, I certainly could," he admitted, "But from what dear old Luna's told me, it may be dangerous." Noticing Spike quickly becoming enraged again, he quickly added, "Hey, I know we may not be the best of friends, Spike, but I care about your well-being!"

"But what about Fluttershy?" Spike brought up. Discord flinched visibly at the name. Spike knew exactly which button to press. "You wouldn't leave her, right? And I know you prefer not to get involved very often, considering..." the dragon hesitated to bring up Tirek by name, "...but I know you want to help her. And if you're there, you could protect us, right?"

"He does make a convincing argument," Lyra pointed out.

"Oh, sure, two on one, that's real fair," Discord quipped. He turned to Bruce. "Want to weigh in, Dr. Banner?"

"Hey, I can't go in and fight," Bruce protested, "I'd only make it worse. But from the way Tony and Steve are acting towards each other...If they can't cooperate, it puts everyone at risk. They're gonna need all the backup they can get."

Discord sighed. "Sometimes, I feel like this 'friendship' is more trouble than it's worth," he groaned, "Is this really what you want?" Lyra and Spike both nodded, without hesitation. "Alright, if we're gonna do this, we-"

For one of the few times in his life, Discord was the one cut off by an unexpected interruption. This particular disruption came from Tony and Twilight's portal mirror, as it fired a blue beam across the room. Pausing in midair, the beam's tip expanded into a massive oval, glowing with the resonant magic of the castle. The portal glowed pure white for a few seconds, pulsing as it charged to full power. With a burst of pure magic, three figures stepped out of the blinding brilliance, feet clomping onto the flawless crystal floor.

Bruce almost jumped out of his chair. "Rhodey? Clint?"

"Hey, Bruce," said Rhodey, decked out in his new War Machine armor.

"Doctor Banner?!" exclaimed Spider-Man, barely able to contain himself from leaping across the room, "OhmyGod! I've read all your papers, and I have pictures of the Hulk on my-" He froze in mid-sentence, his eyepieces widening as he took in his surroundings. "Uh...well, this isn't exactly what I was expecting."

Discord chuckled to himself. "Oh, this ought to be good," he laughed, conjuring up a bag of popcorn.


	18. Chapter 18: Fracture

Chapter Eighteen: Fracture

 **Equis, Manehattan**

To say that the battle between Sombra's forces and the Avengers was going well would be a lie. True, they'd managed to stop any of the shadows from entering the museum, and not even Sombra's leading minions had made it to the building. Unfortunately, they hadn't managed to hold the line quite as well as they would've liked. Steve's team had been pushed farther and farther back, to the point where the museum was barely two blocks away from the center of the fighting. This wasn't helped by that fact that, unlike last time, the onslaught of shadow creatures seemed to never end, no matter how many they destroyed.

Adding to the problem were the wounds they'd sustained. Most of the ponies had no protective clothing, leaving their exposed flesh vulnerable. Fortunately, their small size allowed them to evade a lot of attacks, and most only had basic cuts or bruises. The worst was Rainbow Dash, who had a small gash in her left wing from one of Phobos' blasts, but it failed to keep her out of the air.

The Avengers were a different story, taking the brunt of the physical damage. Tony's suit was cracked and sparking in several places, most of the damage having been inflicted by a yak ramming him in the chest. One of Wanda's eyes was beginning to blacken, Sam had a rather large cut across his chest, and Steve had bled quite a bit from the mouth. That didn't seem to be slowing them down, luckily.

One small bit of good news was the fact that Sombra himself had been kept away from the ground forces that he could've easily overwhelmed. For the majority of the battle, his attention had been diverted to the alicorns, along with Thor, who packed the most firepower. The dark unicorn was keeping them busy, though. No matter how much lightning or magic they hit him with, he seemed to recover faster than what should've been possible.

Naturally, the situation wasn't sitting well with Thor. Roaring in frustration, he sent another flurry of lightning bolts bearing down on Sombra, burning into the blob of darkness. Holes formed in the mass, sparking with blue electricity, eliciting another pained shriek from the morphing unicorn. Sombra's tentacles lunged out once more, striking Thor in the chest and pushing him through a high-rise apartment building. A bolt of Sombra's magic struck the asphalt, causing another of his rocky, dull crystal spires to burst out of it. Sombra's real body reformed on top, scythe at the ready.

 _"Master,"_ came the voice of Grogar, magically sent to Sombra's mind, _"Are we prepared to execute the plan? Phobos and Deimos grow impatient."_

 _"Nearly,"_ Sombra mentally replied, as he parried a swipe from Luna's sword, _"We need them all in one place. Drive them closer together."_

 _"As you command,"_ Grogar replied, black magic flowing down his curved horns. The ram had led the charge of his shadow minions, pushing the Avengers closer and closer to the museum. Steve's grounded squad was currently trying to take him out, with little success.

With a quick clang of his bell, Grogar sent a sonic blast towards the humans, forcing them to dive to the sides. This turned out to be part of his plan, however, as his horns glowed with power, sending bolts of dark purple electricity arcing out towards the divided groups. Fortunately, Wanda and Starlight were quick to act, projecting red and turquoise force fields to stop the magic attack.

With an open shot, Steve reared back and chucked his shield at Grogar, hitting him in the lower neck. Wanda charged a blast of red energy in her hands, firing it directly at the ram, but he managed recover enough to levitate himself out of the way. What he didn't manage to avoid, however, was Pinkie's party canon, firing a miniaturized Scott at him. Ant-Man hit Grogar in the head, bouncing off and re-enlarging himself once more, landing on both feet, as Grogar slammed into a fire hydrant.

"Now that's what I call 'Big things come in small packages!'" cheered Pinkie, as she bucked a donkey shadow in the head.

"Pinkie, that doesn't make any...oh, never mind," Wanda groaned, hurling a chunk of asphalt at the approaching shadows.

Across the battlefield, Bucky was locked in a fight against Phobos. Though the soldier clearly had the greater skill among the two, Phobos' fear spell had thrown off some of Bucky's focus. His nerves made concentrating on the fight more difficult than it should've been, and intrusive thoughts leaked into his brain, centered around his guilt and anguish. Bucky wished that he could stop himself from feeling anything, as it would be preferable to this.

Of course, all this didn't cancel out Bucky's capabilities as a fighter. Phobos grunted as yet another hammer fist from his metal arm found its mark on the top of the goat skull, followed by Bucky whacking him upside the head with the butt of his pistol. With Phobos driven back, Bucky ejected the clip from his gun, loading a new one and shooting a shadow griffon that'd tried to sneak up on him, destroying it. Whirling around, he thrust his fist towards Phobos again, but this time, the faun caught it.

"I'm going to enjoy watching you crumble even more now," Phobos snarled. He punched Bucky in the stomach, his fist carapace knocking the wind out of the soldier. Phobos then heaved, throwing Bucky back as hard as he could, aiming the human at the brick and mortar apartment across from the museum.

"Oh, no ya don't!" exclaimed Twilight, rejoining the ground battle. Her magenta aura enveloped Bucky, catching him before he could crash and shatter several bones. She gently rotated Bucky in midair, placing him on both feet. With her ally saved, she turned and fired three bolts of magic at Phobos. One connected, pushing him away.

"Thanks, Princess Twilight," Bucky breathed, firing another few bullets. Steve soon joined them, hurling his shield to decapitate a shadow unicorn and watching it rebound back to him from a wall, only to throw it once more.

"We're losing a lot of ground, here," he grunted, kicking a shadow pegasus off him. The undead pony was grabbed and destroyed by a passing Rainbow Dash. "Sam, how are we doing on thinning the herd?"

"Not gonna lie, Steve. Not great," admitted Sam, as he weaved between griffon shadows that tried to slice him. He looked down on the crowd of shadow creatures that continued to steadily march towards the museum, the discernible difference between the current size and the size of the mob that had existed at the start of the battle almost negligible. "We keep chopping them down, but we're barely making a dent."

"Then we need some kind of game changer," said Steve. He turned to Twilight. "Can you whip out the chest?"

"All six Elements of Harmony need to be together for it to work, and we'll need a minute to charge it up," Twilight admitted, blasting another dark earth pony, "And we can't do that effectively while we're being assaulted on all sides. Maybe we could-"

Twilight's suggestion would remain unspoken, as the heavy weight of Iron Man slammed into her from the back. Tony and the Princess of Friendship were sent tumbling out of the air and across the pavement, nearly crashing into Bucky. Tony was followed by Rainbow Dash, courtesy of another blast from Deimos. The panic creating faun stomped over to the group, but Starlight blasted him in the head, and Sam dive-kicked him across the sidewalk.

"Ow...son of a bitch," Tony grunted, climbing to his feet, "I'll rip him a new one." He helped Twilight back onto her own hooves, only then noticing the man he'd almost hit. Twilight, aware that something bad seemed to hover between them, felt herself sweat nervously at the sight. She breathed a deep relief when Tony merely grunted, "Get away from me," and took off once again.

He didn't get far, though. The flock of airborne shadows, pegasi and griffons, was now swarming the skies, keeping the fliers of the team from making any significant progress. On all battlefronts, the Avengers and the ponies were being boxed in, shoved back towards the museum. Steve noted with a growing panic that the building was close enough behind them that he could easily hit it with his shield. Natasha, T'Challa, Vision, and Fluttershy were completely swarmed with shadows that managed to make it past the blockade.

Celestia and the others weren't having much better luck. Even outnumbered, Sombra still kept them at bay, his morphing abilities preventing any of them from keeping a grip on him. The massive dark blob, Sombra's eyes and horn visible at what might've been the head, extended more than half a dozen tentacles, as Thor, Celestia, and Luna did their best to parry the swinging limbs, while looking for an opening to attack. Unfortunately, Sombra had wised up, his form shifting to creating pockets of empty space whenever they fired, allowing their assaults to pass harmlessly through him.

"You cannot do this forever!" Thor snarled, bashing his hammer against Sombra's horn, "Even you know limits!"

"Perhaps, son of Odin," Sombra cackled, "Or perhaps you have no knowledge of whom you deal with. Allow me to correct this error."

With that, two of Sombra's tentacles split at the tips, transforming into dozens of tiny tendrils, barely thicker than a single strand of hair. The smaller limbs stabbed outward, latching onto the bodies of Thor and Luna, freezing them in their tracks. Celestia moved to help them, but the split second of her divided attention was all Sombra needed to smack her aside with a tentacle. With a purple pulse of his horn, Sombra sent thousands of volts worth of magical electricity into the bodies of his caught enemies, causing them to shriek in pain, before he casually dropped them to the ground.

Celestia roared with fury at the display, flying at Sombra, full-speed, her halberd primed to stab. Sombra grinned, morphing back into his pony form and blocking her weapon with his own. Celestia's magic gathered at the tip of the halberd, firing a golden beam with the glow and heat of the sun itself. Sombra responded by charging his own horn, launching a purple sphere at the attack. The two magic strikes collided in midair, creating an explosion of light and smoke.

The shockwaves didn't deter either of the combatants, of course. They charged each other once more, Celestia bringing her halberd up horizontally, as Sombra brought his scythe down in a descending slice. The curved blade caught on the metallic handle at the two rulers grappled.

"So feeble," Sombra cackled, his eyes glowing red with power, "A few key strokes, and you lose all emotional control. It'd be amusing if it weren't so pathetic."

"Silence, you cur!" Celestia snarled, shoving her halberd up. Sombra's grip with the scythe was lost, and he stumbled back. Celestia aimed a stab at his neck, but the blade only grazed the side. Sombra didn't even bleed from the wound, only release more dark purple magic. "You will not lay waste to Equestria! Not while I still draw breath!"

"Oh, taking the initiative for yourself, are you?" Sombra replied, the smug grin never leaving his face, "Interesting. From what I've heard, over the last thousand years, you've grown quit accustomed to forcing other ponies into all your dirty work."

Celestia, in the midst of prepping another attack, actually faltered at his words. She still held her weapon, but the golden glow of her horn dimmed. Celestia clenched her teeth, trying to appear more enraged, but internally, she'd been hurt.

"That's not true," she snapped back. Sombra's smiled only widened when he noticed she wasn't able to throw everything behind her words. She didn't even realize she was trying to justify herself to an enemy. "I am the Princess of the Sun! I protect Equestria-"

"Really?" Sombra cut her off, "Because from what I've heard, the majority of that job has been taken over by Twilight Sparkle. At your insistence, no less."

"Twilight is bonded to the Element of Magic!" Celestia protested weakly, "Luna and I can't use the Elements anymore!"

"True," Sombra conceded, "Of course, you let her find that out all by herself, didn't you? What were you doing while she and her friends battled Nightmare Moon? Relaxing with a nice crossword?"

"Her friendships had to be genuine-"

"Or there was sending her to my Empire to save it from me. You didn't even tell her I might return!" Sombra laughed like a lunatic. "I must admit, that was highly amusing. Even more amusing was watching her sob in front of an empty door, thinking it was you, rejecting her forever."

"That was a test..." Celestia mumbled. She was no longer even facing Sombra. Her head had drooped down, her weapon lay lifeless on the asphalt. Tears began to drip from Celestia's purple eyes, and her shoulders shook.

"Ah, and our good friend Tirek. You gave her all your magic to hide it, knowing he'd eventually learn of her existence and hunt her down. She had to battle him all on her own. I must say, Celestia, if your goal is the give that filly the most traumatic life you possibly can, you're doing a fantastic job."

"Shut up!" Celestia sobbed, firing a gold beam from her horn. But her heart wasn't behind the blow. Sombra deflected the weak attack with one effortless swing of his scythe.

"Well, then," he announced, charging his horn, "I believe we're done here."

Sombra fired, the black and purple beam hitting Celestia directly in the horn. The ivory white alicorn screamed in pain at the dark magic traveled down the appendage, shocking every nerve in her body. Celestia's eyes turned the horrific shade of green, with purple wisps of smoke coming off them. Her veins glowed purple, and chunks of black crystal formed on the tip of her horn. As she screamed, Celestia was pitched off her hooves, crashing to the asphalt on her side and sliding. To add insult to injury, Sombra chucked her halberd at her, clocking Celestia on the head with the blunt tip.

"TIA!" Luna screamed, flying over to where Celestia had fallen. Thor joined her, though not before hitting Sombra with another bolt of lightning, driving him back.

"WHAT DID YOU DO TO HER?!" Luna screamed again, cradling her sister's head with her front legs. Thor felt Celestia's neck, breathing a sigh of relief as he found a steady breath and a pulse.

Sombra chuckled to himself. "I merely opened her eyes to her greatest failure," he answered, sadistically, "It wasn't difficult. After all, Princess Twilight has been weighing heavily on her mind these past few nights."

"Nights...?" Thor snapped back up, pointing Mjölnir at him, "You. You caused her nightmares! You invaded her dreams!"

"And the mighty prince proves he's not a complete buffoon," Sombra mocked, pretending to clomp his hooves on the ground in applause, "Celestia is a formidable foe, I admit, but predictable. Like the Avengers you seem so found of, Thor."

Luna ground her teeth, raising her sword. "You will not-!" She never finished her threat, as Sombra formed a large tentacle, smacking her and Thor aside.

"Attend your sister, Luna. It's what you do best." Sombra's amorphous form rose into the air. "I have business to conclude."

Sombra's shapeless body floated towards the center of the battlefield, levitating over the fallen Celestia. Over in front of the museum, the Avengers and the Elements of Harmony had been forced into a tightly packed crowd, with shadows converging on them from all sides. The rear guard of Natasha, Fluttershy, Vision, and T'Challa had been dragged into the fighting as well, with their backs against the wall. Even Sam, Vision, Tony, Twilight, and Rainbow had been forced low in the sky, barely able to maintain any altitude. Worse, this left all the fliers except for the armored Tony and Vision more vulnerable, as they had no room to dodge attacks. Sombra allowed himself a brief chuckle at the sight, as he powered up his horn. Black sparks and green spheres bubbled up the appendage, and Sombra's eyes glowed with green light.

 _"Phobos, Deimos,"_ he mentally ordered, _"It is time."_

The fauns both grinned with malicious joy, before readying their staffs. A bubble of pure yellow magic formed in the crook of Phobos', as a green sphere appeared in Deimos'. Sombra's horn sparked, and two wire-thin trails of black magic shot out of it, linking to the staves of the fauns. Grogar, prepared for this, ordered his shadow minions to fall back. The Avengers and Elements of Harmony paused in surprise, as the never-ending onslaught actually ceased their attack.

"Avengers," Sombra announced, cackling madly, "Now, you will experience the consequences of getting in my way."

With those words, his blood-red horn pulsed, sending out more thin black bolts, with lines of green and yellow magic trailing around them. Before any of the humans could move, the bolts flashed onto their heads, going right between their eyes. The sclera turned the sickly green color, with Phobos' yellow mixed in, and the irises turned blood red. Those whose eyes were visible rolled them back in their sockets. Sam, Vision, and Tony all dropped out of the air, thankfully not too far.

"NO!" Twilight screamed, recognizing Sombra's spell immediately. Grogar hit her with a bolt of lightning, knocking her out of the sky, and restraining her with his magical electricity. As she struggled in his grip, Twilight saw that all of her friends were either restrained, or otherwise occupied by the shadow creatures, preventing them from helping the Avengers.

"Sit back and enjoy the show, _Princess,_ " Grogar mocked, "It's sure to show you a new side of your human friends."

The other ponies could only look on as the Avengers stumbled where they stood, eyes glowing green, red, and yellow. The lights in Tony's mask flashed the unpleasant shade as he clutched at his head, falling to his knees. Steve dropped his shield, his breathing ragged. Twilight could only watch in terror, as she knew exactly what Sombra had done to them.

* * *

 _Tony was watching the footage from Siberia again, only this time, it was reality. He stood off to the side of the road, as Barnes drove by on the motorcycle, smashing the window. Howard Stark crawled out of the driver's seat, falling to his knees, only to be bludgeoned to death with a metal arm. Maria could only cry out in fear, as the cold steel fingers wrapped around her throat._

 _Tony screamed in anguish as he tried and failed to stop the tragedy. It was as though he was trapped behind a transparent, endless pane of glass. No matter how hard he pounded on it, even with the full force of the Iron Man suit, he couldn't dent it._

 _The scene changed. First it was Peter, looking up at him, disappointment and disillusionment all over his face, as he discarded the suit. Rhodey, lying on a hospital bed, bleeding out from his back, his dying eyes gazed at his friend, condemnation filling them. Happy, shaking his head dismissively as he walked away. Then, worst of all, Pepper._

 _"You let him get away with this, Tony," she said, judgement radiating from her, "You say you make a difference? Great job so far."_

 _Tony tried to protest, tried to defend himself, but the words didn't come out of his mouth. He'd been put on mute, anything he would've spoken drowned out by some unseen force._

 _"Your weapons killed God knows how many people," Pepper continued, "You created Ultron. And now you failed to do anything to make up for this. You couldn't even bring yourself to stop Steve when he betrayed you and everything he stood for. You nothing, Tony."_

 _Tony howled as the mental attack bore down upon him. Clenching his fists, his mind was overwhelmed by a single thought._

 _Kill Barnes._

* * *

 _Steve was reminded of the dream Wanda had shown him. The Commandos were there once again, along with Peggy, Howard, Colonel Phillips, and Dr. Erksine. However, now they were trapped in chains, bound in an endless line of prisoners, marching towards a black void. Steve tried to rush to them, to free them, but he couldn't move. He was chained to a spot in the darkness, every limb paralyzed._

 _"You did this, Steve," Peggy growled, not even raising her head to look at him, "Your friend supported this. Let the Accords do this to us. And you just watched."_

 _"I was wrong when I chose you," said Dr. Erksine, "You're nothing more than a thug. Even with the serum."_

 _"You let my son destroy everything," Howard somberly droned, "Barnes is already gone because you failed to act. You're too weak. You don't deserve the shield."_

 _Steve kept trying to speak, even as all sound was snatched from his mouth. He strained at the bindings, searching for weak links, desperately trying to reach his friends._

 _"You want to refute that, Steve?" said a new voice. Steve looked up, seeing Sharon standing in front of him, arms folded. He nodded, not knowing what else to do._

 _"Then you know what you have to do."_

 _Kill Stark._

* * *

 _The images the others were forced to watch were just as bad._

 _Natasha saw her younger self, as she squeezed the trigger so hard her hand bleed, pumping bullets into defenseless individuals, as the faces of her friends taunted her, telling her this was her only purpose in life, all she would ever accomplish..._

 _T'Challa held the decaying corpse of his father, and those of the Captain Rogers, Barnes, all those he'd wrongfully blamed surrounded him, as Zemo stood over him with a knowing smirk..._

 _Wanda screamed as Vision ordered soldiers to arrest her, telling her she was too dangerous to be let loose, insisting that he was doing this for her own good, even as he betrayed every bit of their friendship..._

 _Sam could actually smell the flames as everything he and his friends stood for burned. Stark stood over the fire, telling him he deserved it for his role in Rhodey's accident, even as Sam insisted it wasn't his fault..._

 _Vision reached out to Wanda as Steve dragged her away. Away from the safety of his embrace, towards a mob armed with stones. Wanda glared back at him, anger filling her eyes..._

 _Scott heard Cassie's shrieks reverberate from all around him, as he shrank further and further. Government agents, on orders of the Accords, were taking her for his crimes. Scott kept jamming on the thumb trigger of his glove, to no effect..._

 _Bucky wasn't shown anything new. All he saw was the nightmare he kept having, telling him once again to lie down and give up..._

* * *

Nobody moved for a few seconds, as the assembled Avengers slowly got to their feet, the daze seeming to fade. The ponies could clearly see their eyes, however, and that sickly, evil green glow remained. Twilight, released from Grogar's magical restraint, reached a tentative hoof towards Iron Man.

"Tony...?"

It was like she'd fired a race starting pistol. Tony whirled around where he stood, priming a missile from his arm launcher and aiming it directly at Bucky. The soldier himself, seemed to have gone comatose where he stood, falling to his knees and staring at the ground. If he noticed the immediate threat, he did nothing about it.

However, another did, as Steve's shield came flying out and struck Tony in the chest. As Iron Man slid back, the Captain rushed over, catching the metal frisbee and assuming an aggressive stance.

"Stay away from him, you pampered piece of garbage," Steve snarled, his voice filled with a fury he'd never used before.

"He killed my mom," Tony spat back, clenching his metal fists, "You gonna defend that? Is it okay just because he's your friend?"

It was then that Steve said the cruelest sentence he'd ever speak for the rest of his life.

"Your mom would be ashamed of you."


	19. Chapter 19: The Darkest Hour

Chapter Nineteen: The Darkest Hour

 **Equis, Manehattan**

In her entire life, Twilight Sparkle had never been as terrified as she was right now. None of her experiences with Equestrian villains had prepared her for this. Not Tirek blowing up her home and holding her friends hostage, not Discord turning Ponyville into a wasteland of chaos, not Chrysalis brainwashing her brother, not Sombra's shadowy form bearing down on the Crystal Empire, not even Starlight Glimmer creating multiple post-apocalyptic futures.

Because now she was being forced to watch those she considered friends kill each other. And it wasn't a Sombra-induced hallucination.

Tony and Steve were currently slugging it out, Tony attempting to take aim at Sergeant Barnes, and Steve blocking his attacks at every turn. This wasn't a tactical fistfight, but a ruthless battle, as both Avengers hurled blow after blow, with no regard for their own safety, yelling and snarling in rage with every punch. Steve had several holes torn in the torso area of his suit, from which blood dripped. Tony didn't have any visible wounds, thanks to the suit, but Steve had dented in several spots with his shield, from which blue sparks jumped, and the occasional wire dangled. If it was affecting Tony at all, he wasn't showing it. Perhaps worse was Barnes, who made no effort to save himself, merely lying on his knees looking at the ground.

Not that the rest of the Avengers were any better off. T'Challa, like Barnes, seemed to have become catatonic under the spell's effects, curled up in a fetal position. The others weren't attacking with the killer instinct that Tony and Steve had, but were still throwing strikes at each other, with no rhyme or reason. Scott tackled Natasha to the ground, after the Black Widow had just tasered Sam. Vision and Wanda seemed to be engaged in their own personal battle, throwing red and yellow energy in a never-ending firefight, blasting buildings all around them. The shadow creatures weren't even trying to attack anymore, merely standing off to the sides, staring blankly into space.

It was the most horrible, heart-crushing thing Twilight'd ever seen. The others seemed to agree with her, as Rainbow and Applejack both began hyperventilating in sheer panic. Rarity trembled where she stood, as Starlight's eyes watered with the beginning of tears. Pinkie and Fluttershy didn't even bother trying to hold back the waterworks.

"Girls!" Twilight screamed, Sombra and his minions forgotten, "Stop them!"

The lavender alicorn dived forward, Applejack rushing up alongside her, as they rushed towards Tony and Steve. Applejack whipped out her lasso once more, spinning the loop above her head. Rearing her head back, she tossed the rope, managing to snag Steve by the wrist just as he prepared to hammer on Iron Man's face with his shield. Applejack dug all four hooves into the asphalt, pulling with every ounce of apple-bucking strength in her body, yanking the Captain off his feet. Tony, thrown off by Steve's sudden departure, was left vulnerable to Twilight, who enveloped him in her telekinesis, pulling him away from the fight.

Unfortunately for the two mares, the Avengers weren't going to be restrained that easily. Steve leaped to his feet, attempting to charge Tony once again. Applejack grunted as she felt the lasso slide across her teeth, and Steve actually managed to pull her along with him. Tony shouted and thrashed in Twilight's magical grip, forcing her to completely freeze where she stood as she poured in more energy with desperation.

"Tony, please!" she wailed, the strain causing her eyes to tear up in pain, "Stop! Sombra's manipulating you-!"

Tony didn't hear her. To him, it was as though the Princess of Friendship didn't exist.

None of the others were having better luck. Rainbow had wrapped her forelegs under Sam's armpits, trying to pull him back. She'd even resorted to punching him to try and snap him out of Sombra's spell, to no effect. Rarity tried to tie Natasha's limbs with a length of thread, but the woman always managed to rip through it before she could tighten it enough. Pinkie, barely able to see through her own tears, kept trying to grab Scott, as the miniature Avenger bounced around like a grasshopper. Starlight was having similar difficulties to Twilight as she tried to magically restrain Wanda, the only difference being that Wanda's own power seemed to be counteracting the magic. Fluttershy could barely bring herself to interfere, sobbing as she pleaded with Vision, trying to grab him, but only passing through his phasing form.

Twilight suddenly screamed in agony as Tony actually managed to rupture her energy field, the magical backlash sending a shocking sensation down the length of her horn, into her brain. Steve, in his enraged flailing, bashed Applejack across the face with this shield, sending the earth pony face-first into the dirt. Tony, having apparently realized that Steve wasn't going to stand aside, now focused all his efforts on the Captain, Steve responding in kind. Punch after punishing punch found its mark on the Avengers' bodies, as Twilight and Applejack struggled to get back on their hooves, managing a pained whimper in the process.

"Twilight!" came a voice. Twilight cast her gaze in the direction opposite of the museum, where Thor, Celestia, and Luna, all battered and bloody, came rushing up to her. Twilight, on the verge of thinking how this couldn't possibly get any worse, felt her heart stop as she saw Celestia, completely unconscious, completely limp on Thor's back, her eyelids fluttering. The only source of relief was the fact that Celestia's eyes hadn't adopted the sickly green glow that came with Sombra's spell.

"What the hell is going on?!" shouted Thor, as he and Luna helped pull Twilight and Applejack back up.

"Sombra..." Twilight managed to breathe weakly, her shoulders shaking from sobs she was afraid to release, "He...he-"

"Showed her the truth," the dark unicorn smugly cut her off. The group turned towards the entrance of the museum, forgotten in the tragic chaos, as Sombra smugly stepped back out, flanked by Phobos, Deimos, and Grogar. In his purple magical grip, Sombra held a cylindrical object carved from black marble, intricate carvings coming up along the sides. With a quick spell, Sombra conjured up a dimensional pocket, tossing the key inside.

"What did you do, Sombra?!" Luna demanded, rushing over to the limp Bucky.

Sombra cackled madly, joined by Phobos, Deimos, and Grogar. "Believe me, Luna, all I had to do was toss the final feather onto the camel's back. They did the rest of this themselves. Because where ponies are naive, forgiving, and pathetic (thanks, in no small part, to you and your sister), humans can be crippled by a simple wounding of their pride. Then they kill each other for it. I'd admire their power, if they weren't so emotional."

"Yer lyin'!" Applejack spat, "They're our friends! They wouldn't do this-"

"Don't delude yourself," Grogar laughed, "They'd already reached this point when we started using the scrying spell. It's the entire reason we knew this would work. They wanted so desperately to rip each other's hearts out, we just gave their minds the permission they wanted."

"You MONSTER!" Thor screamed as he pulled his arm back to throw Mjölnir again, but Phobos and Deimos hit him in the chest at the same time, knocking him over, onto Celestia.

"I think we're done here," said Deimos, charging his staff, "Shall we?"

Grogar rang his bell, and all of the shadow Equestrians stood at attention. Twilight, Applejack, Luna, and Thor tensed up, sensing an imminent attack, but it was futile and they knew it. They'd been too weakened by the battle, and emotionally crushed by Sombra's final maneuver. Luna protectively draped a wing over Bucky, as the super soldier didn't even notice her presence.

"Well, Princess Twilight," Sombra announced, "Seeing how you've allowed this friendship problem to fester and erupt, and how your idiotic little posse has utterly failed to preserve 'harmony,' I think it's only fair that you be punished with execution. The charges: Crimes against friend-"

THWAP!

The burst of white, fibrous threads came right out of nowhere. Sombra's gloating was cut off as the material glued itself to his face, obscuring both eyes. The dark unicorn shrieked in surprise and fury, as his three henchmen began searching for the source of the attack.

"Sheesh! And people say my jokes are in poor taste!" shouted somebody. Twilight didn't recognize the young male voice, and she certainly didn't recognize the human figure in the red and blue suit, leaping across the street. He held another long line of the white substance, ending in a bag filled with chunks of asphalt blown off by the earlier stages of the battle. He swung the bag in an arc, smacking into Deimos' side, knocking him, Grogar, Sombra, and Phobos over like dominos. His momentum carried him into a wall, where he bounced off, and landed next to Twilight. "Seriously, though, is crimes against friendship an actual charge on this planet? It sounds like a joke, but I know practically nothing."

"What...who..." Twilight stammered.

"Sorry about that," said the costumed human, "I quip when I'm nervous."

"Princess Twilight," came another, robotically distorted voice, "We're here to help." Twilight looked to the sky, seeing another human, clad in a suit resembling the Iron Man armor. Unlike Tony's suit, this one was black and silver, and coated with quite a bit more armor plating, along with additional weapons, most notably the long-barreled gun on the shoulder. The face shield popped up, revealing a familiar face.

"Colonel Rhodes?" she asked.

Sombra grunted as he got to his hooves. "Okay, unexpected. Kill them."

Grogar gave the command to the shadows, but before they could even move, long projectiles came flying out of nowhere, embedding themselves in the heads of several shadow Equestrians, revealing themselves to be arrows. With a beep, the arrows exploded, wiping out a handful of shadows. Twilight, Applejack, Luna, and Thor turned to the source, as a third human walked up. This one wore simple black clothes, carrying a bow and quiver, his head topped with sand-colored hair.

"Clint?" asked Thor, surprised, as he got to his feet.

"Nice to see ya, MC Hammer," replied the archer. At the same time, a bright green storm cloud materialized into existence Sombra and his minions, before it suddenly began raining cherry pies down on top of them.

To the surprise of no one, a popping sound effect was followed by Discord teleporting into the battlefield, between Sombra and Twilight's group. What was surprising was Lyra, holding Spike aloft with her magic, the small dragon's head pointed directly at Sombra.

"Halt! I'm not afraid to use it!" shouted the unicorn.

"This is humiliating..." groaned Spike.

"The life of the party has arrived, everypony!" proclaimed Discord, waving his mismatched hands, "Thank you, thank you, don't throw flowers, just send money."

Sombra, clearly furious at this point, morphed his body into the shapeless black mass. "Discord," he snarled, "Stand aside or die."

"Sorry, not interested," the draconequus quipped. With another snap of his eagle talons, he transformed himself into a small missile formed of wood, firing himself directly at Sombra. However, instead of avoiding or taking the hit, the blob of darkness wrapped itself around the projectile, which promptly rocketed upwards, away from the fight.

The man in the webbed costume turned his attention to Tony, Steve, and the others, who were still attacking each other with no diminished vigor. "Oh my God..." he breathed, "What-why?! We have to stop them!"

"That's our priority, Spider-Man," Rhodey said, "Princess Twilight, can you reverse what he did to them?"

"I-I think so..." Twilight stammered, rubbing her head, "But I can't do it by myself." She looked to Luna, who nodded before she could even ask the question. Applejack gave Twilight a reassuring stare as well.

"Okay," said Spike, rearing his claws, "We'll stall for you. You've got to try and undo Sombra's mind spell." Twilight opened her mouth, desperate to tell Spike not to fight, but her words died in her throat as she saw the look of determination on the small dragon's face. Lyra's expression was similar. Thor, clearly still in pain, nevertheless picked up his hammer, making sure Celestia was still shielded behind him.

"Web Head?" asked Clint, notching an arrow, "You need to help them. Restrain Tony and Steve as best you can."

"On it," said Spider-Man, fingers reaching for his web shooters.

Grogar huffed in cold fury, his horns crackling with black lightning. "I didn't expect to have to kill this many humans, but I suppose I can make the time."

* * *

Everything seemed hopeless. Vision and Wanda showed no signs of ending their battle, red and yellow energy flaring around them like a fireworks display. Fluttershy was so horrified by this that she could barely move, even as a fresh volley of tears dripped down her face. Starlight, desperate to protect the two of them, had pulled her close and conjured up an energy shield, blocking out most of the residual blasts.

"S-Starlight," Fluttershy whimpered, "W-why is this happening?"

"I don't know..." Starlight mumbled. It was all she could say. "W-we have to do some-"

She stopped, noticing something for the first time. Vision and Wanda's eyes were still filled with the same pale green magic of Sombra's spell, but it seemed to actually be dimming. Pinpricks of light gathered at the corners of their eyes, red for Wanda and gold for Vision. Their movements started to grow more slow and sluggish, and their attacks seemed to have less and less intensity behind them. Vision fired another beam from his forehead, but it missed Wanda by more than two pony lengths, and the weak beam barely left a burn mark on the building it hit. Wanda didn't even have to try to dodge.

Suddenly, both combatants froze where they stood and grabbed their heads with both hands, clenching their eyes shut and roaring in pain. Red and gold energy flared around their heads, tainted by the dark green and purple of Sombra's magic. Starlight had no explanation as to why, but she realized what was happening. Whatever their powers were, Vision and Wanda's bodies were actively trying to cleanse themselves of the spell.

"Wanda!" she shouted, dropping her shield and rushing towards the human. Fluttershy was shocked, but followed the unicorn.

Wanda managed to crack open one eye, as Starlight rushed to the front of her, putting her hooves on both of the human's shoulders. Fluttershy flew over to Vision, her compassion overriding any fear, as she tentatively touched his arm.

"Star...light..." Wanda managed to groan out, her eyes a swirl of red, green, and purple, "It's making me...I can't...help..."

"Yes you can!" Starlight shouted, igniting her horn with it's familiar turquoise glow, "Don't let him control you! Fight it!"

Starlight horn pulsed with magic, and a thin beam of energy slinked out of the tip, connecting to Wanda's head right between the eyes. Wanda had previously given Starlight access to deeper parts of her mind, albeit unintentionally, so Starlight could easily navigate into the human's brain. All she had to do was grab the spell, helped by Wanda's own powers pushing it out. Her magic trail finally found the edge of the spell, and yanked.

Fluttershy took a different approach. Vision clutched at his own head, groaning as the Mind Stone flared with golden light. Fluttershy had no unicorn magic, so there was only one thing she could think of to do. She wrapped her front legs around his neck, hugging her head against his. A few loose tears dripped onto his golden cape.

"Vision, please..." she begged, "You have to fight him, don't let him do this..."

Then, both Vision and Wanda coughed as their eyes flared with their respective colors. Both fell to their knees, pushing Fluttershy and Starlight backwards. With a retch, Wanda and Vision coughed, releasing a small burst of purple mist. The lights in their eyes died down, leaving them purged of the dark magic.

"Oh, God..." Wanda wretched, her face paling as she massaged her own pained scalp, "What was that...why..."

"Wanda!" Vision suddenly shouted, jumping to his feet. She rushed over to the woman, reaching out to her, but stopping just shy of making actual contact. Desperate, his eyes scanned over her whole body, searching for injuries.

"I'm fine," Wanda breathed, "You didn't hurt me, I think."

Vision released a massive sigh of relief, his shoulders shaking with what might've been sobs. Wanda managed to struggle to her feet, awkwardly grabbing Vision's shoulder in order to do so, and pulling her hand away as soon as possible. It seemed that the fear between them hadn't abated. Vision, flustered, turned his gaze away from her. Wanda turned to the ponies.

"Starlight..." she breathed, "What was that..."

"I don't know," the unicorn admitted, "But I think it just gave me an idea."

* * *

High in the skies above Manehattan, Sombra grunted as his horn released a massive shockwave of dark energy, narrowly avoided by Discord as the draconequus split himself in half, allowing the blast to pass right between his bisected body. Then the two pieces of Discord fused back together with the sound of a zipper being pulled up.

"I grow weary of this encounter, Discord," the unicorn snarled, fury evident in his voice. Discord hadn't really hurt him, but none of Sombra's attacks weren't having much effect on him. If Discord wasn't distorting reality and turning Sombra's blasts into ice cream, he was reshaping his body more than Sombra's darkness form. It didn't help that Sombra was covered in mustard, chocolate soda, and shredded coconut. "You've only become more irritating over the last one-thousand years."

"Well, what can I say?" laughed the chaos spirit, "Irritating is what I do. Though I think you'll find others enjoy the charm."

"Others? Such as those ponies who conned you into the friendship idiocy?" Sombra snapped. He morphed one of his front legs, turning it into a massive darkness tentacle. Discord was unable to react faster than the limb, but all it did was smack him across the face. "I would've though you would be smart enough to recognize the scam they pushed on you."

"You say friendship is a fool's gold, Sombra, but you're wrong," Discord replied, his voice angry, as he pushed Sombra's tentacle away, "And don't even think of going all 'You've let them destroy your passions and chain you, Discord.' I already got that crap from Tirek." He snapped his talons again, conjuring up several lengths of iron chains. Another snap caused them to launch themselves at Sombra.

"Yes, and you were gullible enough to fall for it then," Sombra mocked, deploying his scythe. He cleanly sliced the chains in half, turning the blade towards Discord once more. "You've fallen for the same lies Celestia brainwashes Equestria with. She insists on the value of friendship, the most worthless possession in this world. She is weak, and unfit to rule. You, on the other hoof, are irritating and unfit to live."

"Oh, that is it!" Discord snapped. With a wave of his mismatched hands, he conjured up several comically oversized mallets, which rotated around him in a circle. "This is for threatening Fluttershy!"

Sombra merely grinned as he powered up his horn. A small, transparent cube began to form at the tip, lines of purple light coming together in a three-dimensional shape. Pulling his neck back, Sombra tossed the small cube towards Discord, who batted it away with one swipe of his lion paw.

Or, rather, that's what he tried to do. The strange magical construct instead latched on to his finger like a trace of glue. Annoyed, Discord snapped his fingers, intending to dissipate the spell, but it had no effect. Before he could react further, the cube expanded, until it contained Discord's entire body. Then it began spinning in place, as beams of white light erupted from all eight corners, zapping Discord's body. And, to the draconequus' shock, the beams actually hurt. Discord roared in pain, thrashing inside the cube, as his magical hammers vanished into thin air. After about a minute, the cube faded, and the limp Discord was caught by Sombra's magical grip.

"I call it the stabilizer matrix," said the unicorn, "You're so incompatible with reality that both parties reject each other, enabling you to do what you wish with it. I've pushed you slightly back into sync, quite painfully. Useless against anyone else, but sufficient to cripple you." Discord glared up at him, obviously still in pain, clenching his teeth. "Don't worry, it only lasts a few minutes. Much like the rest of your life." Sombra casually tossed Discord towards the ground.

* * *

Spike was terrified. He wouldn't admit it to Twilight, even though she knew him well enough to automatically tell when he was lying, but he was terrified. Yes, he'd practically wished for this, but the way the shadow ponies just stared with their dead eyes was fear incarnate. He swallowed down his fear as he spewed flame over another shadow pegasus, incinerating it.

The battle (if you could still call it that) wasn't going swimmingly. Starlight and Fluttershy had brought Wanda and Vision to Twilight, explaining that their powers managed to purge Sombra's spell. Twilight had immediately agreed with Starlight's idea to use Wanda's power in a massive mind spell to fix all of the Avengers at once, but it still required time to charge the necessary magic. Meaning it fell on Spike and the others to protect them while they did so.

At the moment, Spike, Lyra, Vision, Thor, Luna, and Clint were keeping the shadow ponies at bay with projectile attacks, throwing a few at Grogar and the fauns occasionally. Unfortunately, Rhodey was stuck trying to restrain a still furious Tony, only able to spare some shots every now and then. Spider-Man had webbed up the Captain, though Steve was still fighting it, forcing Applejack to assist. Rarity, Pinkie, and Rainbow were similarly occupied, pinning down Scott, Natasha, and Sam as best they could. Luckily, the enchanted Avengers, in their wild swinging, did manage to hit one of the shadows every once in a while.

Looking over at the museum's entrance, Spike gasped in shock at the sight. T'Challa, in full Black Panther gear, was lying on his side, shoulders shaking with what might've been sobs. Phobos seemed to have finally noticed him, and decided to take the easy prey. He raised his staff and took aim.

"NO!" Spike screamed, swinging his tail downward. The appendage slapped against the ground, launching the small dragon across the battlefield. Flying past Phobos' face, Spike opened his mouth and sent a stream of emerald fire directly at the faun. Phobos managed to jump backwards, but the flames still hit him in the torso, searing his chest and burning off some of the hair. Phobos shrieked in agony, slapping at his chest as he stumbled, only for twin blasts of yellow light to send him flying. Spike looked to the source, finding Lyra and Vision.

"Spike, get him over here! Quick!" shouted the unicorn, as she bucked a shadow earth pony.

"You don't have to tell me twice!" Spike yelled back, heaving T'Challa over his shoulder. Two shadow griffins tried to dive down and claw him, but Spike was protected by cover fire from Vision and Lyra. Dragging T'Challa over, he laid the catatonic Avenger down next to Bucky, who was shielded by Luna's wings.

"I'm sorry, Your Highness," he whispered, though he didn't know if T'Challa could hear him, "But we'll fix this."

"Are you-urk-ready with the spell?!" shouted Rhodey. He had Tony stuck in a headlock, though the brainwashed Avenger was still firing off the occasional repulsor beam. Steve actually required both Spider-Man and Applejack to fully restrain him, with Spidey holding his upper half in a full nelson, and Applejack wrapping her entire body around his legs.

"Ready!" Twilight shouted, igniting her horn. Wanda and Starlight charged up as well, and Luna cast a blue aura over the team, giving their magic a power boost. Wanda's red energy snaked over, flashing onto Twilight's horn and mixing with her own magenta light. This was soon joined by Starlight's turquoise magic. Twilight shut her eyes in concentration as she charged to maximum power.

With a roar, Twilight released the spell, sending jets of the mixed magic directly into the brains of the Avengers. Streaks of multicolored light zapped onto their heads, hitting them right between the eyes and passing into their brains. Twilight and Starlight's magic guiding her, Wanda focused, her mental grip feeling around in seven different brains as the same time. Sombra's magic attempted to burrow deeper into the mental landscape, but Wanda recognized it from her own purging. She grasped with seven invisible hands at once, and pulled.

Steve, Tony, Bucky, T'Challa, Natasha, Sam and Scott all heaved where they stood, as their friends released their grips, and Twilight ended the spell. Tony, Scott, and T'Challa all removed their masks, exposing their faces, so they could vomit out the cloud of dark magic. Freed from Sombra's curse, they collapsed to the ground. Thor, bloody and exhausted, nearly dropped Mjölnir in relief.

"Thank Ymir," he breathed.

"Cute," came a voice from above. Twilight and the others looked up, in time to see a limp Discord drop from the sky. He landed with a loud thump, right next to Luna. Sombra descended as well, scythe at the ready, rejoining his henchmen.

"So, seeing as you failed to accomplish anything significant, _Princess_ Twilight," he snarled, "I'm just going to kill you and-"

He didn't get to finish that sentence either, as a blast of webbing hit him on the eyes, an explosive arrow impacted his chest, and an assault from Rhodey's sonic blaster all cut him off at once. Sombra was sent flying backwards again, though Grogar, Phobos, and Deimos all managed to dodge this time.

"Uh, guys?" said Spider-Man, dodging a blast of magic from a dark unicorn, responding with a blast of webbing, "Not to insult anyone here, but I don't think we're in any shape to win this fight!" He wasn't wrong. There were still plenty of shadow creatures remaining, not to mention Sombra and his minions were still going strong. Most of the Avengers were barely conscious, and Celestia was out.

"I agree with the kid," said Rhodey, firing a shotgun blast, "We need a retreat, now!"

Luna cursed. "None of us have the power to teleport far enough," she protested, "Even if we combine our powers, it won't be enough for all of us..."

"If...I may..." Discord croaked, his voice hoarse and weak, "I might have...just enough juice left...to get us back to Ponyville..."

Twilight clenched her teeth, but she knew it was the only option. Her magic was almost dry, and she bled from multiple small wounds. The other elements were in the same shape, and even with their new allies, they couldn't defeat Sombra like this.

"Everypony grab an Avenger!" she shouted "We need to retreat!"

The others followed with no hesitation. Rarity levitated Natasha on to her own back, while Rainbow Dash heaved Sam up with her own strength. Thor placed Celestia on his back once more. Applejack and Pinkie lifted Steve and Scott onto their backs. Luna and Spike shielded Bucky and T'Challa with their forelimbs. Spider-Man helped Twilight drag Tony over to the group. Lyra and Starlight supported the barely conscious Vision and Wanda with their bodies. Clint and Rhodey provided a perimeter of cover fire, driving the shadows back.

Weakly, Discord snapped his fingers.

A large white light engulfed the entire team, before any of the shadows could advance on them again. With Discord's signature popping sound, they vanished, leaving no trace.

Sombra and the others were left gaping at the empty spot. Then, Sombra threw back his head and laughed with sadistic glee.

"Go ahead, and run, fools!" he cackled, "Take refuge for the remaining hours of your freedom!"

With a quick spell, he held the key to the Monolith in his magic once more. "I have what I need."


	20. Chapter 20: Therapy

Chapter Twenty: Therapy

 **Equis, Ponyville**

All any of the Avengers or the ponies could do now was recuperate. Discord had managed to teleport the wounded team back to Twilight's castle, where many of them stumbled, or dripped blood from fresh wounds onto the crystal floor, to the shock of Bruce Banner. Spike had sent out several letters, calling for multiple Canterlot mages, along with Sunburst and Cadence, to perform healing spells, and they were on their way now. Most of the superficial wounds could be easily patched up, though Discord's very nature disrupted the magic, forcing them to bandage him up the old fashioned way, and put him in a guest bed.

Of course, the physical damages held nothing over the mental ones. Celestia, still in a state of emotional shock, had been placed in bed as well. The Avengers were a different story. Once they'd woken up, they'd angrily sat down, refusing to even look at each other. Tony had ripped off all the rest of his barely functioning armor, throwing it into the corner, ignoring Twilight's protests. Steve had done the same with his shield and mask in the opposite corner. Spider-Man, Rhodey, Clint, Thor, and Bruce, all of whom hadn't been affected by Sombra's spell, were left just as speechless, looking almost as miserable as the others. The ponies weren't exactly happy, either, and none of them knew what to do. Pinkie's mane was stuck in its deflated state, and Lyra was so nervous she hid in one of the closets.

"Tony, please," Twilight begged, placing her hoof gently on his arm. Tony pushed it away rather aggressively.

"I wouldn't talk to him," Steve angrily spat, "If you offend him by accident, he might decide to kill you, too."

"Cap!" Applejack scolded, but he ignored her.

Tony rose to his feet. "Funny, coming from a guy who decides that killers should go free just because he likes them. I guess we're lucky you didn't think Hitler was an okay guy, huh?"

Steve shot up, storming angrily back at Tony, until they stood face to face.

"Remember when I said you were just a big man in a suit of armor?" he snapped, "I was wrong. You're a piece of trash in a suit of armor."

"And you're nothing but a lucky scientific accident," Tony retorted, "If Erskine hadn't been shot, you'd be a serial number, Rogers."

Both men moved forward, possibly intending to attack once more, even without their weapons, but found themselves impeded. Twilight had flown down in front of Tony, pushing him back by the shoulders with her front hooves. Applejack galloped over to the front of Steve, performing the same action.

"Tony, please!" Twilight begged, "Sombra brought out the worst things in your mind! I know you don't really want to do this! Friends don't fight friends!"

"Come on, Steve!" Applejack pleaded, "Ya told me! Ya don't wanna hurt yer friends! Yer a hero, not a monster! No more fighting!"

Steve and Tony stopped, not fighting against the ponies, but not taking their eyes off each other. The remaining affected Avengers looked somberly down at the floor, lost, angry, and afraid. It was more than Rainbow Dash could take.

"Okay, that does it!" she shouted, flying into the air, despite an injured wing, "What is wrong with you guys? You've been acting all grumpy around each other since we started this, and we need to know why! It's making it impossible to fight as an effective team, and it made us get our butts kicked by Sombra!"

Applejack swallowed deeply, before looking up at Steve again. She had no other choice.

"Steve," she mumbled, "Ya gotta tell 'em. Tell 'em what ya told me. It's the only way to fix this."

"Couldn't even keep your mouth shut, Rogers?" Tony growled, "Yet another broken promise?"

"Alright, enough!" shouted Clint, before Steve could react, "You wanna know what happened to us? We'll tell you."

Rhodey took over. "Back on Earth, the Avengers' battles against global threats resulted in a lot of collateral damage. Hundreds of people died. We never directly caused any of those, but they seemed to increase in number as the years went on. The governments of Earth passed the Sokovia Accords, a set of laws that placed the Avengers under their control. If we wanted to stay Avengers, and operate all over the world, we had to sign, which declared that we'd only be allowed to act if a panel decided we could. Those who didn't sign would retire. We..." he looked at the assembly, "...disagreed on it, to say the least. Steve's faction chose not to sign and basically became outlaws."

"You forgot a few details, Rhodey," said Tony, "Rogers' buddy..." he pointed to Bucky, "...was framed for murder at the conference. But when we finally figured it out, what do I find out the good Captain didn't tell me? Barnes murdered my parents."

Most of the ponies gasped with shock. Bruce was stricken as well, staring at the metal-armed man. Applejack and Luna were the only Equestrians that didn't at least flinch. Neither of them had known, but they'd suspected something of this nature. Bucky himself had no reaction, but sat quietly in the crystal chair.

"And you left out the fact that you didn't try to arrest him or anything altruistic like that," Steve retorted, "You tried to kill him. Not to mention that fact that he'd been a brainwashed assassin for a terrorist organization for the past seventy years."

Twilight was shocked, unable to comprehend the weight Bucky carried on his shoulders. A glance at Applejack told the princess that her friend already knew this, or at least parts of it, from Steve. Luna apparently did as well, as she placed a comforting hoof on Bucky's shoulder.

"Sergeant Barnes," Twilight began, hesitantly, "I'm sorry, but...is this true?"

"All of it," Bucky replied simply. He got to his feet, shrugging off Luna's hoof, and left the room. Nobody dared to try and stop him.

"Coward," Tony growled under his breath,

"Right back at you," Steve snapped at him.

"What is wrong with you?!" Thor shouted, wringing both hands, "How can all of you be so petty?! You're throwing away years of fighting together, protecting Earth for nothing! This is worse than when we met!"

"Glad I wasn't around for that one," Sam snorted, "It'd driven me more crazy than you psychos."

"Oh, name-calling," Vision scoffed, "Truly, the highest form of debate."

"Yes, you prefer to just lock up those who disagree with you," Wanda growled.

"Maybe we wouldn't have to if you didn't give us reasons," said Natasha.

"Earth's Mightiest Heroes my ass," Scott grumbled to nobody in particular.

This continued on, with each insult followed by another, angrier one. The voices of the Avengers started to slowly increase in volume, until they were shouting at each other. Twilight and the others kept trying to get a word in, but would be cut off before they could finish a sentence. Rhodey, Clint, and Spider-Man all kept trying to calm them down, but couldn't get a word in over the noise. T'Challa was the only one left who didn't speak, apparently too consumed with something in his head. A screaming match and eventually a fist fight would've broken out, had not a red light, depicting a familiar red-masked face with white eyepieces, begun strobing across the room. The beam of light reflected off the crystalline surfaces, nearly blinding some of the Avengers. That was enough to shut them up.

"Okay! Alright!" shouted Spider-Man, moving into the middle of the room with his arms raised, "Everybody calm down!" He looked around the room, seeing that the voices had died down for the moment. "Okay, good. Sorry about that, it's just...we were never gonna get anywhere like that."

"Whatever, kid," Tony grumbled, "You shouldn't even be here. You don't have the intelligence to comprehend this."

Spider-Man's eyepieces widened, and his confidant stance fell. "B-but Mr. Stark..." he stumbled over his words, "I-I just wanted...to help..." His voice faltered, and he backed down slowly, slumping against a wall.

"Tony, stop!" Twilight screamed, her horn blaring with loose magic, "I know you! And you're smart enough to know that this is wrong!"

"She's right!" Rarity chimed in, "From the time you arrived on our planet, you showed yourselves to be compassionate! To be heroes! You can't truly be this hateful! Especially towards your friends!"

"Sometimes, it's not that simple, Rarity," Natasha said, a hint of remorse creeping into her words, "We're not friends anymore. That spell just made us say and do what we'd been thinking-"

"That's not true," Starlight cut her off, "Sombra's spell might bring out the worst in you, but combined with Phobos and Deimos' magic of fear and dread, it could drive you to do things you wouldn't normally do. Even if you had those thoughts, you never would've tried to act on them. Everypony has dark thoughts about others in moments of rage, but we don't actually do those things, and we forget them as soon as the rage burns out. Those people who tried to murder each other...that wasn't you guys."

"Yeah!" Rainbow agreed, "And if you had these problems before you got here, why didn't you deal with them when you realized you'd have to work together again on our planet? Didn't you realize how much they'd impede you?"

For the first time during the conversation, Steve's face fell from the enraged state he'd assumed. "We..." he mumbled, "We thought it was more important to just get it over with. We decided to just push our affairs to the side and get this done. It's worked before."

"But all this time..." Fluttershy finally spoke up, "All this time you've had those feelings buried deep down, where they wore you down and made it harder to just function?"

"And the longer you put it off," said Spike slowly, "The more afraid you get to finally fix everything. Or when you're angry with somepony," he gave a quick glance towards Owlowiscious on his perch, "And the resentment just builds and builds, eventually becoming hate for somepony you cared about. Or worse."

"And the burden of those feelings," Pinkie chimed in, her mane regaining some of its poof, "It must've weakened you mentally, making it harder to resist Sombra's spell."

"He must've known about it," Luna deduced, "When he spied on you. He must've learned about it. He planned to use those feelings against you from the beginning."

Twilight, filled with empathy, flapped her wings until she was at eye level with Tony. She placed both hooves on his head, forcing him to look at her. The billionaire was still angered, but without the spell, that rage was just a mask for the despair that had built up inside him, barely able to keep himself from crumbling. Twilight saw that, above all, he felt hurt by Steve, one he'd considered a friend. None of the Avengers truly hated each other, this was a case of wounded pride, driving them to lash out to hide their pain.

"Tony," she started, "My view on this might seem simplistic, but I stand by it. In friendships, things can begin to get to you, irritate you, or even hurt you. It's just a fact of life. These things can be dealt with with honest conversation and compromise, but you just avoided the problem. And by ignoring it, you make it worse and worse over time. I know that the mission in front of you seems to take all precedence, but if you don't take care of yourself and your friendships, you'll never finish that mission." She looked over at a certain journal. "Believe me, I've had experience with that."

Applejack wasn't in a position to get to Steve's eye level, at least without uncomfortably getting on her hind legs again, so she just reached up, putting her hoof on his hip. Try as he might, Steve couldn't look away from the earth pony.

"Cap-no, Steve," she said, "Ah know ya think ya don't need to deal with this. Or ya think ya can deal with it by yerself." She gave a small chuckle. "Ah'm stubborn like that, too. It took me almost passin' out from lack of sleep to get me to ask the others to help with harvestin' Sweet Apple Acres. We could've helped ya with this, if ya'd asked."

"But it wasn't your problem," Steve answered weakly.

"So what if it wasn't?" answered Rainbow, swooping in to float in front of Steve's face, "You guys are super heroes! You go around helping strangers all the time! Heck, you were so awesome you protected Ponyville with no incentive when you first arrived." She flew over to Sam, resting her hoof on his shoulder. "You even saved my flank. Thanks for that." Sam managed a weak smile at that.

"Solving's the friendship problems of others is what we do," Fluttershy chimed in, "It's what the map is for. You're not any different."

"We've had plenty of practice!" Pinkie chimed in, "I once assumed all my friends didn't like me anymore because they were avoiding me. I assumed the worst of ponies I should've trusted."

"I've been a hard head more times than I can count," Rainbow added, "Like when my ego got bigger than Twilight's Castle, and my friends had to pull that Mare-Do-Well stunt just to wake me up."

Fluttershy spoke again. "I let my efforts to become more assertive drive me to insult my friends over nothing."

"I accidentally got Rarity possessed by a dark magic spell book, and she turned Ponyville's streets into gold and stuff," said Spike, "Boy, that took a long time to clean up."

"I am not without fault, darling," Rarity said, "I nearly abandoned my friends, on Twilight's birthday no less, because of high class society connections I wanted in Canterlot. For practically nothing."

"I...er..." Starlight mumbled, "Kinda took the Cutie Marks of an entire small village, then used a time travel spell to get revenge on Twilight, which nearly destroyed Equestria." At the shocked looks, she grinned sheepishly. "It's a long story. I'm still working on making up for it." Wanda gave her an empathetic look.

"An' nearly all of us turned against Twilight at her brother's weddin'," Applejack said, ashamed, "Cadence got replaced, and Twilight was the only one who realized it, but we didn't believe her..."

"Applejack, I forgave you all for that a thousand times over," said Twilight, "But I've assumed the worst plenty of times. Of myself, of my friends that I should've trusted, of everypony, of the future. My point is, none of us are without mistakes. But we have to forgive each other for those mistakes, and we have to learn from the ones we've made so that we don't make them again. All of you," she indicated the Avengers, "Aren't that much different from us. You can do the same thing."

"Um, can I cut in?" came a quiet voice. Everyone in the room turned to Spider-Man, who awkwardly raised his hand. "There's something I think I...no, not like this." He reached for his neck, grabbing the ends of his mask with both hands. Hesitantly, he began to pull up, removing the mask and revealing his true face.

Steve actually gasped. A lot of the other Avengers did as well, considering that, outside of Tony, none of them had seen Spider-Man's real face before. Scott and Clint's hands instinctively flew to their pockets, where their wallets, filled with pictures of their own children, were held.

Steve had guessed that Spider-Man wasn't very old, maybe younger than Wanda, but this person in front of him was practically a kid. He clearly wasn't even out of high school. His first thought was to chew out Tony again, for bringing a kid into what was basically a war zone, but Spider-Man already began talking again.

"Growing up, I...I looked up to you guys. Cap, every kid learns about you in history class, and Mr. Stark was my idol since I could read, because I was into science so much. And then, when the Avengers became a thing, it was even more amazing. Even saved my life once. Mr. Stark, you probably don't remember, but back in 2010, at the Stark Expo, there was this kid...with an Iron Man mask, and you saved him from a Hammer Drone."

"When I first got these powers, I did think about using them to be like you guys, but then I looked at my aunt and uncle...My parents died when I was really young, and they raised me from that age, but they never had a lot of money. So I thought I could use my powers to help make up for that, y'know, help those close to me before starting on a bigger scale. I went to a place, tried to earn some extra cash, but the guy cheated me. So, when he got robbed, I let the burglar go. I wouldn't have even needed powers, I could've just stuck my foot out and sent him face-first into the floor. But I didn't, because hey, how was that my problem. He deserved what he got. Then, a few days later, that burglar broke into our house, and murdered my uncle."

Spider-Man sniffed, tears threatening to drip from his eyes, but he didn't let them flow.

"I caught the guy, but it didn't make a difference. My uncle was dead, and my aunt suffered, he suffered, everybody who cared about him suffered, all because I couldn't be bothered to stick my foot out. That's what taught me why you guys do what you do, and how selfish I'd been. Because with power comes responsibility, and not acting and allowing a bad thing to happen, makes you just as much of a monster as the person who does it."

He finally looked up, his gaze directed towards the Avengers. "But this...I know you guys know that this is wrong. Because if you can't work properly without fixing your own problems, then you have a responsibility to fix those problems. I've seen you fight, I saw how you protected people during the invasion of New York. People need you to start being the Avengers again, and so do the ponies of this planet. I-I just..." But he was out of words. Spider-Man stumbled out to one of the balconies, alone.

Luna watched the costumed teenager go, before she stood up herself.

"If I may, Mr. Stark," she began, trotting over to Tony. The billionaire, looking miserable, barely managed to make eye contact with her. "Sergeant Barnes-Bucky-may have killed your parents, and I understand that may cause you great pain. But it wasn't his intention to do so, and he couldn't stop himself, and it's one of the things that haunts him to this day. I know. I've looked into his mind, into his soul. He has nightmares about all the people he was forced to kill. He's not the monster you think he is."

She placed her hoof on his arm. "Hydra controlled him, but he blames himself more than you do. Whatever you may have done to him back on Earth, it's probably a fraction of what he thinks he deserves." She motioned to the door Bucky had used to exit. "I implore you, please...talk to him. Try to understand."

With those words, Luna turned and headed to Celestia's room, leaving a room full of anxious Avengers.

* * *

 **Happy New Year, everybody!**


	21. Chapter 21: Healing

Chapter Twenty-One: Healing

 **Equis, Ponyville**

What force drove Tony to walk out the same door Barnes had passed through earlier, he couldn't say. He knew that he had no real desire to hear anything the man might have to say, and from what he could tell, the super soldier himself wasn't too keen on this conversation. Nevertheless, Tony followed him. He did manage to stop himself once, freezing his feet to the crystal floor for a few seconds, just long enough to turn around and look back at Twilight. The purple alicorn gave him a pleading face, begging him to go through with it. Despite his efforts, Tony's feet weren't under his control anymore. He followed Barnes.

At the balcony, Tony found Barnes standing completely still, staring off into the distance. Tony had seen him in Winter Soldier mode, where he stood in a similar pose, awaiting orders, but this was clearly different. His shoulders were slumped, as though carrying a pack weighing more than the man himself. His head tilted forward, looking down at the grass below. The fingers on his remaining human hand fell limp, though they still had that natural curl to them. His metallic hand had none of this, looking more like a piece of armor without a wearer.

Now that he'd unwillingly dragged himself here, Tony didn't know what came next. Was there something he was supposed to say? Throw another accusation out, perhaps? It wasn't like Barnes had ever denied committing the murders. Tony felt his frustration grow, feeling the pointlessness of the conversation. Before he could make a move, Barnes started to speak.

"I know it's not much consolation, but they didn't suffer," he said, "Killing them slowly would've made it harder to cover up. Hydra was smart enough to know that. They died quickly, without much pain."

Barnes raised his head for the first time, but he did not turn. Tony was grateful for that. He didn't know if he'd be able to keep himself from punching Barnes in the face.

The man continued. "He recognized me that day, your dad. I wasn't as chummy with him as Steve, but he still knew my face. You couldn't hear it very well on the tape, but he said my name. It was one of the times when I...almost woke up. My real brain, buried underneath the Winter Soldier, flickered back to life for a few seconds, but I couldn't wrestle back control of my body. Then I heard them both, asking me to help the other, never begging for their lives. I never met your mom, but from what I heard that day, she was a good person."

Briefly, Tony flared with rage again. Yeah, he could gleam that from knowing Maria Stark in the last few seconds of her life, and Tony obviously didn't know that from knowing his mom from birth! But before he could act on it, Twilight's face reappeared in his mind, imploring him not to give in to his fury. Cursing the pony princess's ability to affect him, Tony forced his anger down.

"So you did remember," he said simply.

Barnes nodded. "I don't recall every second I ever spent as the Winter Soldier, but I remember all the assassinations. Political figures, scientists, soldiers, all of 'em. I can see all of their faces. I didn't lie about that in Siberia."

Bucky looked back down at his hands, remembering Luna's words. "They tell me-and you, I'm guessing-to just let it go, but I know that's unfair. Sure, Hydra had control of my mind, but I still did it. I failed to stop myself. I didn't turn myself in when I started to get my memories back. I'm not a good person, that's what some people can't grasp. I've done terrible things, and I haven't been punished for it at all."

Tony felt his mood begin to turn. He knew about Bucky's situation, of course, but he'd been actively suppressing the information in his lust for vengeance for his mother. Now, he felt himself being forced to confront all the facts of the story for the first time. Yes, Bucky had been the one to end the lives of Maria and Howard Stark. But he himself had been trapped in his own body, forced to do things he deplored since the end of World War II. He'd been subjected to horrific brain-washing procedures, pumped full of knock-off super soldier serum, and frozen with primitive cryogenic technology, enduring decades worth of physical pain. After finally escaping from it, he'd become a wanted man, sleeping in run-down apartments, scraping by. Not to mention he'd been forced to shoot at his best friend. And yet the man in front of him believed none of that mattered, that he hadn't suffered at all, placing himself below all of his victims in terms of importance. And for reasons he couldn't explain, Tony believed him.

Then there was the guilt. Tony felt his own begin to stir once more, from the pile he'd built up since Afghanistan. First it had been the soldiers gunned down in the convoy, and the countless victims of terrorists who'd obtained his weapons. Tony wondered briefly if Iron Man would ever make up every single one of those deaths. Then there was the feeling that he'd grown complacent, that another alien invasion would lead to the deaths of the Avengers, his friends, because he hadn't done enough. But then that guilt had misled him, leading to the birth of Ultron, and even more deaths, and the destruction of Sokovia. A shock rippled throughout his system, as he realized he could see the guilt that burned in him reflected in the man he'd wanted to kill.

"That's actually the reason I told Steve to put me back in cryo," Bucky continued, "I told him it was to keep people safe, in case I became the Winter Soldier again, but that wasn't whole truth. He keeps throwing his life away to save my skin, which I don't deserve in the slightest, and I was trying to get him to give up on me. I hoped he'd eventually be forced to leave me, and he'd forget about me, or something. But he found out a way, and Maximoff deprogrammed me. The code words don't work anymore. After that, I was out of excuses."

Bucky placed both hands on his head, as his voice started to shake. For the first time, he'd reached the peak of his despair, and he could feel himself starting to cry. "I wish I'd been strong enough to let you kill me in Siberia, but I wasn't. And even if I had been, Steve would've fought it. I know, saying I'm sorry is meaningless here, but I want to make up for it, and I want to be punished, but-"

Tony cut Bucky off with the three words neither man had ever thought he'd say.

"I forgive you."

Bucky's breath froze. The urge to weep disappeared from him in sheer shock at the words. Slowly, he finally turned to face Tony, his hands trembling in front of him. He tried to speak, but words failed him. He only managed to articulate a single one.

"What...?"

"I said I forgive you," Tony replied, "And maybe someday, you can forgive yourself." With that, he turned and walked away.

Bucky was left standing all alone on the balcony, completely frozen, barely able to breathe. His arms trembled as his brain desperately tried to process what he'd heard, and he thought his knees might fail him. His state was only disturbed by a feathery wing softly brushing against his side. Bucky looked up, finding Luna standing next to him, still smiling despite the bloody scratches on her face, matting her fur to her face.

"I...I don't understand," he stuttered.

"Sometimes," Luna continued, "We underestimate the ability of our loved ones to forgive us."

She hugged Bucky close with both front legs, and the man, no longer the Winter Soldier, allowed himself to cry for the first time in seventy years.

Tony kept his eyes down on the ground as he walked back towards the meeting room. A pair of other feet came into his view, and Tony didn't need to look up to see who they belonged to. Despite this, he did it anyway. Steve's eyes were filled with grief and remorse as well, but for the first time since they'd arrived in Equestria, Steve looked at Tony with a smile on his face.

"T-thank..." Steve stumbled over his words, "Thank you, Tony."

Tony allowed himself to smile as well. "Let's talk, Steve."

* * *

The remaining Avengers, with the exception of Spider-Man, were left gathered in Twilight's living room, Bucky and Luna joining them eventually. Twilight and her friends had backed off, giving them a bit of space, but remained in the room. Even Lyra had returned, now that the shouting was done. The Avengers themselves were left with a heavy silence, one that they were all afraid to break.

"Okay," Natasha finally spoke, "I guess we all have a lot of apologies to make. I'll start." She turned to Scott. "I, er...I'm sorry I kicked you in the crotch, that one time."

"Eh, could've been worse," admitted Ant-Man, "At least my suit has padding down there. I'm sorry about trying to put you in an arm lock, and almost stepping on you at the airport. Oh, and you," he continued turning to T'Challa.

"I forgive you," answered the king. He'd been slowly recovering from the mental agony that Sombra's spell had inflicted on him, despite its failure to make him attack any of the others. "I know I've said it many times, Sergeant Barnes, but-"

Bucky cut him off with a hand wave. "I forgave you, T'Challa. Zemo fooled all of us."

T'Challa smiled pleasantly. "Then I suppose I owe you apologies, Sam, Clint," he continued, "I didn't try to kill you, but I was a pain in your asses, I'm sure."

Both bird-themed Avengers had a quiet chuckle.

"I'm sorry too, Sam," Rhodey spoke up, "For what I said when we were debating the Accords. You were just saying what you felt, and I was pretty dismissive."

Sam looked away sadly. "I should apologize to you," he replied, "It's my fault you fell-"

"No," Vision interjected, "That was my doing. I wasn't careful, I got distracted...I..."

"Forget about that, guys," Rhodey insisted, "It was an accident. None of you are at fault. Or Tony."

Nobody spoke for a few seconds, and eventually, Wanda stood up.

"I suppose I should go next," she admitted. She turned first to Thor, Natasha, and Bruce. "I'm sorry...about the telepathy I used on you. Banner, Romanoff..." She looked at them sadly. "I forced you to re-experience your worst memories. There's no justification for that. Nothing I do can ever make up for that."

Natasha got to her feet, walked over to Wanda, and put a hand on her shoulder in a gesture of peace.

"I forgive you," she said, "You aren't the person you were, and you put your neck out on the line as much as I do. You've earned it."

Everyone turned to Bruce, hoping he'd manage to do the same. The physicist looked quietly at his own hands, before raising his gaze to meet the Sokovian's.

"I forgive you," he finally replied. He then turned to the other woman, who visibly flinched as she met his eyes. "Natasha..." The Black Widow turned to him. "I think...we have a lot to go over."

Natasha nodded in agreement, walking over to join Bruce. Wanda watched to man and woman come together once again, and it reminded her of her own situation. She instinctively turned towards the one she'd been avoiding. Vision shied away at her gaze, but forced himself to look back at her. Wanda eventually joined him, and the others looked away, giving them some peace.

The Black Widow was the first to break the silence. "I swear, I didn't just kiss you so I could push you off the edge," she said, "I meant what I said that day, but it was still wrong to use that against you. I'm sorry."

"I'm not mad at you for that," Bruce replied, "You needed the Hulk to defeat Ultron. I was being selfish. I wanted to just run away, leave the others to deal with an army of robots-"

"You didn't want to deal with the Other Guy anymore," Natasha countered, "That's not selfish. Anybody in your position would've wanted some time off after that."

Bruce sighed, resting his head in his hands. "Look at us," he lamented, waving his hands around, "I'm a scientist who accidentally created uncontrollable power. You're a born and raised assassin. We're having a conversation facilitated by magical talking ponies. What's happened to our lives?"

"If it's any consolation, mine was never normal. Like you said, assassin was essentially my destiny. There weren't a lot of other options."

"Maybe...maybe we deluded ourselves," Bruce admitted, sadly, "What did we think? We were gonna run away? Try to be normal? It's not who we are. Maybe this is the best we've got."

Natasha said nothing, but the look in her eyes betrayed her agreement.

"And maybe... **we** were never gonna be anything else," Bruce finished, shaking his head, "It just doesn't work. Not like this."

"I know," Natasha replied, "But what does that make us?"

"How about friends?"

Natasha moved forward, embracing Bruce in a warm, friendly hug. For both, these moments of intimacy, of friendship, were few and far between, so both took the chance to savor it as long as they could. Bruce pulled back, giving Natasha a look deep into her eyes, and a wordless conversation passed between them. They'd be okay.

Standing up, Natasha moved to walk away, only to have two familiar faces walk up to her. Clint, his usual smug grin that always seemed to be impossibly kind, and Rarity. Natasha looked down at the white unicorn, recalling their previous conversation, and realized that she'd been right. Natasha did have friends. Across the room, Bruce smiled at the woman, as Fluttershy's hoof found it's way onto his shoulder.

On the other side of the room, another pair was having a similar debacle of their own. Wanda and Vision sat quietly on chairs, facing each other, both looking down at the floor beneath their feet. Starlight and Lyra watched them, both finding they couldn't do more but hope for the best for their friends.

"So," Vision finally broke the silence, but as he tried to speak more, words seemed to elude him. The synthetic being fumbled with the Mind Stone in its resting place on his forehead, searching for a way out of this conversation.

"I felt betrayed," Wanda spoke suddenly, causing Vision to jump in his seat, "As much as I blamed myself for what happened in Lagos, I didn't think you, out of all of us, would jump on that train. Yet you agreed with Tony. You kept me in the Compound." She raised her eyes, finally looking him in the eyes. "Did you truly believe what you said? About protecting me? Or was that just what you said to my face?"

"No, no!" Vision insisted, "I swear, I was trying to help! You saw the news, the protests, the anti-Avengers campaign that was beginning to circulate. If you'd gone out, and they attacked you, or something..." Vision rested his forehead in one hand. "I know you could defend yourself, but that would've just fueled their fire. I didn't...I didn't want it to become any worse for you than it already was." He mustered up the courage to face Wanda. "And what about you? As soon as Clint came calling, you jumped in with Captain Rogers. Practically gave in to what they said about you."

"Well, like I told you," Wanda replied, "I can't control their fear. Just mine. And I couldn't deal with it any more. I mentally crippled the team with Ultron before, I couldn't stop Lagos, I couldn't even save Pietro..." Her voice began to crack, but she wouldn't let herself cry. Not like this. "I had to do something of value. And I believed in Steve."

Vision relaxed in his chair, pressing both of his temples. "Maybe we've both been too hard. Neither of us considered what the other had on their plate." He reached forward, grasping one of Wanda's hands with his own. "But I swear, I would never betray you. I...I care about you far too much."

Wanda smiled bitterly, running her fingers over Vision's vibranium skin. "Do you know what Sombra's spell showed me? What my worst nightmare was? It was you throwing me to the dogs," she admitted, "I-I can't live like that. And I want to believe in you."

"Mine was much the same," Vision responded, "I don't think we've been honest about our...whatever it is, that we have."

Wanda moved forward and embraced him, Vision responding in kind. They needed no more words. This was assurance enough. For each held their entire world in their arms, and for the first time, they'd admitted it to themselves, and to each other. Lyra and Starlight couldn't help but smile.

* * *

Steve and Tony parked themselves on one of Twilight's crystal benches, sitting side by side. Though they'd considered going back to the others, they'd decided to keep this conversation between the two of them.

"I don't blame you for protecting Barnes," Tony admitted, "Even when we thought he'd blown up the U.N. Hell, if the situations were reversed, and it'd been Rhodey who was accused of that, I'd like to think I would do the same things. But..."

"Why didn't I tell you he killed your parents?" Steve interrupted, knowing the question on the edge of Tony's mind. The billionaire nodded.

"When I said I didn't know it was him, that wasn't a lie," Steve continued, "You can ask Natasha. Arnim Zola admitted to us that Hydra had assassinated them before they blew him up, but I had no proof that Bucky did it. Which brings us around to your real question."

Steve sighed, rubbing his head. "I guess...I meant what I said in the letter, when I said I wanted to spare you further grief. At first, it just kept getting pushed out of my mind, since we had Project Insight to deal with, then Sam and I were looking for Bucky, then I had to call you out to Europe to deal with the Hydra remnants. But then, when you got there, you told me all about your PTSD from New York, and I thought you had too much on your plate already. Then we had the Ultron fiasco, and then I found out about your troubles with Pepper...There just never seemed to be a good time to say 'Hey, Tony, by the way, Hydra murdered your parents.'"

"There never is a good time, is there?" Tony replied, "I wonder if dad ever suspected they'd infiltrated Shield." He snorted. "Must've been disappointing, considering how much he used to talk about you."

Steve felt his shoulders slump. "I'm sorry, Tony," he muttered, "Howard was my friend, but it's perfectly possible to be a good person, yet a lousy father." He remembered how Tony had specifically said 'He killed my mom,' instead of parents. "I obviously never knew Maria, but..."

"It doesn't matter," Tony cut him off, "My daddy issues aren't our real problem right now." He turned to look Steve in the eyes. "Look, I understand why you didn't want to sign the Accords. I mean, in the war you came from, it was clear who were the good guys, and who were the bad guys, and you knew you were working for the good guys. But then you came outta the ice, and Nick Fury lies to you about your mission, and you find out that a big chunk of Shield was the same terrorist organization you thought you defeated. I guess you didn't have a lot of reason to trust authority anymore."

"True," Steve admitted, "But what I said at the airport, how you were tearing the Avengers apart more than I was, that was uncalled for. I know you felt responsible for the people who died, and you just wanted to stop it from happening again..."

"Yeah," Tony replied, "But, to be honest, a big chunk of that was intended to...punish myself. For Ultron. Maybe, if somebody had regulated us, and I hadn't screwed with the scepter-"

"Tony, none of us blame you for that," insisted Steve, "It was an accident. And it's not like you said, 'Hey, let's shove this alien stick that I have no idea what it is into my computers and see what happens,' you were just running some scans on it. If anything, I was more angry that you didn't tell us about it."

Tony chuckled. "Well, I knew you'd be against it from the start." They both shared a healthy laugh at that.

"I guess...in the end, we both kinda screwed up," Steve admitted, "We were basically the leaders of the team. If we'd talked, or something, maybe it wouldn't have fallen apart as much."

"At least there's one thing we agree on."

"What?"

"Ross is a sack of shit."

"Absolutely."

The two men were left with another silence they didn't know how to break. Thankfully, this one wasn't uncomfortable, as tensions seemed to have died down.

"You know, I think the surreal nature of this has finally gotten to me," Tony finally said.

"I know! We're on a planet, in a country populated by magical, technicolor, talking ponies, and they're the ones that finally convince us to talk things out! It's ridiculous!" Steve exclaimed, "It's like we're learning lessons from a little girl's cartoon!"

"When we got here, I thought it'd drive me crazy," Tony confessed, "I thought they'd be all happy-sappy and crap, and that they'd never even seen a fight before. But they're wise, they're insightful, they understand complicated, personal issues. It's crazy."

Steve laughed, both at the billionaire's quips, and the absurdity of their current condition. As he leaned back in his seat, another thought occurred to him.

"Uh, Tony? Not that I'm looking to start another fight, but that Spider-Man kid..."

Tony paled. "Uh..." he mumbled as he scratched his head sheepishly, "I suppose that deserves an explanation. First off, I swear, at the airport, I told him not to fight you guys. I told him just to stay back and web you up. I think he just wanted to impress me, or something."

"He's just a kid."

"A kid who can stop a speeding car," Tony countered, "I picked him up because I believe he can do some good. Let me tell you..."

* * *

"Stupid, stupid, stupid," Spider-Man grunted, rubbing his masked head with both hands as he sat on the side of the crystal castle, "Why did you open your mouth back there, you sounded like an idiot..."

The super-human teenager had been going through this particular ritual for the past five minutes or so, ever since leaving the cross-species team of heroes. It had taken all his guts just to speak at that gathering, and to remove his mask (though it wasn't like they knew his name, at least). Upon his departure, he'd been overwhelmed by embarrassment and doubt, wondering just how much he'd managed to screw up. Afraid to reenter in order to reach the portal, he'd taken to clinging to the wall and grumbling, but not touching anything else, seeing as he was on an alien planet. Any other day, he'd have been in full science nerd mode, but today hadn't been pleasant.

"Excuse me?" came a female voice from somewhere below him. Spider-Man looked down, discovering the purple unicorn with wings (Twilight, he thought her name was), standing on the balcony under him. "Hey, Spider-Man, was it? Could I talk to you?"

"Uh, sure," he answered, jumping down next to her. He suddenly remembered that Rhodes had told him about her, calling her the Princess of Friendship, and he hastily moved into a small bow. "M-my apologies, your Highness, I-"

A magenta aura suddenly enveloped him, pushing his body back up. Magic, Peter thought, looking at the matching shimmer around Twilight's horn. That was new.

"There's no need for any of that," she insisted, "I don't care for any of that bowing nonsense. And just call me Twilight, please."

"Okay...Twilight," Peter replied. He'd been right when Rhodes had told him about this place, this was ludicrous. "So what did you want to talk about?"

Twilight gave him a warm, friendly smile. "I just wanted you to know that I think you did a great thing back there. I've only known the Avengers for a few days, but I've seen the effects that their turmoil's been having on them. And those things you said, about power and responsibility, are wonderful to me. Thank you."

Peter felt his mouth dry out under his mask. This reaction had certainly been unexpected. Admittedly, he hadn't known much about the ponies before arriving on their planet, but still. It brought a comforting feeling to be appreciated.

"Well, er, you're welcome, I guess," he finally said, "I really believe that-"

He didn't get to finish that thought, as a pink blur zoomed up to him, seemingly out of nowhere. When it stopped, he recognized it as the pink pony who'd been at the battle. However, what truly caught him off guard was how she seized his hand with both of her front legs, wringing his entire arm. Peter felt his entire arm shake from the force, as the deceptively strong creature stared right into his eyes, almost like she could see through the opaque lenses. Her face was taken up by the widest grin he'd ever seen in his entire life.

"Hi Mr. Spider-Man! I'm Pinkie Pie, and I'm happy to meet you! I liked your funny jokes when you showed up, and I think your costume is bright and it makes me happy! And when you left, and we weren't thinking about all the sad stuff anymore, I started thinking about you, and how none of the Avengers ever mentioned you, and I thought maybe that meant you weren't really friends with them, and if you don't have friends here, you must be lonely, and that made me so sad again, and then I thought 'Hey! I could be his friend!' And now I-"

"Pinkie!" yelled Twilight, seizing the earth pony in her magical grip, prying her off of Spider-Man "You're doing that thing again where you talk so fast that nopony can follow you." After about a second of silence, she added, "Except maybe Discord."

"Oh," Pinkie replied simply, floating in Twilight's magenta aura, "Sorry about that. I get excited when I make a new friend."

Peter was too busy holding his arm, trying to make it stop vibrating, in order to respond. The sound of laughter caught his ears, and he and both ponies turned their heads towards the door, where Tony and Steve were having a good chuckle at the sight. Mostly Tony.

"We'll call that your initiation, kid," Tony got out between fits of laughter, "We had the same experience when we got here."

"O-oh, Mr. Stark!" Peter stumbled, trying to stand up straight and look dignified, and failing at it, "Listen, I'm sorry about-"

Tony held up a hand to silence him as he finished laughing. When he looked back up at Spider-Man, his face was serious once again, even a little remorseful.

"You've got nothing to apologize for," he said, "I'm the one who should be sorry for snapping at you. Twilly is right, you did a great thing back there."

Twilight gave Tony a small glare at the nickname, but she was clearly proud of him. Spider-Man didn't seem to know how to react. His eyepieces widened to their maximum, and his hands shook.

"I...I..." he stuttered.

"You're gonna go far, kid," Tony admitted, clapping a hand on his shoulder, "You proved that today. You could be one of the best of us."

"He's right, Spider-Man," Steve followed, "You've got heart, and you've got compassion. If anyone's Avenger material, it's you."

"Oh my God..." breathed Spider-Man, clenching his fists close to his body and wringing them in excitement, "This is the most amazing day of my life..."

"Group hug!" screamed Pinkie, pushing the three humans, as well as Twilight, together. She threw her front legs around them, squeezing their bodies against each other. Twilight, naturally, was trapped between the three larger humans, and her mane was rustled up by the contact. The three Avengers merely stared at each other, unsure of how to proceed.

"Uh, Pinkie?" Steve protested to the oblivious earth pony, who kept hugging while keeping an impossibly wide smile on her face, "Can you let go now?"

"Couple more seconds!" Pinkie responded, as if this were a normal conversation, and knowing her, it probably was, "Okay, that's good!" She released the humans and the alicorn, letting them get a bit of breathing room. "There, doesn't that feel good?"

"Uh..." Tony started, but Twilight shot him a look, telling him to just go with it, "...sure."

"Okay," said Steve, "Now we need to plan. Sombra's still out there. Spider-Man, Twilight, Pinkie, we need you back in the meeting room."

Looking back at one of his idols, Spider-Man made a decision.

"Peter," he said quietly, "My name is Peter."

Steve smiled to himself. "Well then, Peter," he replied, "We're happy to have you."

* * *

As the five returned to the meeting room, the remaining Avengers felt a wave of peace wash over them, as Steve and Tony stood side-by-side, like the friends they'd once been. The tension hadn't been dissolved completely, but they'd begun the process. With time, the wounds would fade into nothing but memory.

"I'm guessing you doubted us?" Tony joked, causing a small wave of laughter.

"Stark-no, Tony," Wanda interrupted, standing up. All eyes focused on the Sokovian. "I...I'm sorry that Pietro and I ever blamed you for our parents deaths." Her eyes were dry, her grief seemingly beyond tears. "You didn't launch those missiles. And you've spent almost a decade cleaning up your act. And I forced you to experience your worst fear. You and Steve." She lowered her head, not wanting to look them in the eye. "Please forgive me."

"I do," Tony replied, without hesitation, "And I'm sorry for locking you in the Compound. You tried to save those people in Lagos, that wasn't your fault." He turned to Natasha. "I'm sorry for all those times I called you a backstabber." Clint. "I'm sorry I insulted you back at the Raft." He positioned himself so he could look at all of them. "I've been a lousy...co-leader, I guess you could say. I'm sorry."

"I haven't had the greatest track record, either," Steve admitted. He directed his gaze to the faction that fought beside him in Germany. "I'm sorry, once again, that I dragged you all into my crusade, and made you outlaws." His shoulders began to slump. "But no matter what we've done to each other, we can still forgive. We can move on, and we are still the Avengers. Yes, it's embarrassing that it took a race of magical talking ponies for us to figure that out, but it's true." He threw an appreciative look at Applejack. "And we have a job to do."

Lyra gently nudged Vision. "Looks like you were right. Humans and ponies aren't that different after all." Vision grinned, but said nothing.

"Wait," Luna suddenly spoke, standing up from her place next to Bucky, "Before we move on, there's one more among us that needs...I don't know what you'd call it. Closure? Peace?"

Twilight's eyes widened in realization, and her head fell. She knew exactly what Luna was talking about.

"Princess Celestia."


	22. Chapter 22: Avengers Assemble

Chapter 22: Avengers Assemble

 **Equis, Ponyville**

As she silently laid back on the guest bed, Princess Celestia felt nothing. Not the bruises, not the cuts scattered across her body, nothing. Her brain wasn't even generating its own thoughts anymore, merely playing Sombra's taunts to her over and over and over again like a broken record. If she were forced to describe this feeling, she'd say it felt like death. Or the punishment that came after death, but she wasn't particularly poetic at the moment. Thor, currently sitting at the foot of the bed, had attempted to talk her down, but he might as well have been talking to the crystal walls.

There was a knock at the door. Celestia's will was nonexistent, but thankfully, she had no need to roll over in order to see the door. Standing in the open portal was a familiar (and expected) purple alicorn, her wounds still untreated from the battle. Even worse was Twilight's face, which wore an expression of grief. Twilight looked up at Thor, who shook his head sadly. Twilight responded with a determined stare, and Thor nodded. He picked up his hammer and walked out.

"I'm guessing we have a lot to talk about," she said, magically closing the door. She trotted over to the bedside, pulling up a crystal chair so she could sit right next to Celestia's head.

"Luna told me about what Sombra said to you," Twilight continued, "And...Well, I think we've been putting off this conversation for too long."

Celestia could barely bring herself to look at Twilight through her guilt and shame, but forced herself to do so anyway. The sight of her student, her violet eyes filled with empathy, terrified the alicorn. She felt the weight pile onto her heart even further, and she couldn't stop her eyes from watering up.

Twilight swallowed apprehensively. "Look, I-" But Celestia cut her off.

"I've been a terrible, terrible teacher to you," Celestia sobbed, her chest trembling, "You were so scared of me that you thought I'd send you back to Magic Kindergarten just because you didn't send me a friendship report. You worst fear...when Sombra hit you with the spell in the Crystal Empire, it was disappointing me, me throwing you aside like garbage. How cruel was I, that, to you, losing me was the end of everything? The end of your world?"

"No!" Twilight insisted, shaking her head, "You know I get anxious, that my brain goes to the worst case scenario! That wasn't your fault! Don't say you were cruel to me!"

"How wasn't I cruel?" Celestia responded, "I sent you to the Empire, filled with the idea that it was just a test, without telling you Sombra might've returned. I made you so focused on the idea of some academic nonsense that you almost died. I forced you to go against Tirek on your own. I didn't tell you anything about Nightmare Moon. I-"

"Oh, come on, you know that's invalid!" Twilight threw back, "You know that the Elements of Harmony wouldn't have worked if the friendships I'd forged weren't genuine!"

"Yes, but I could've done something! I could've told you I knew, told you where to find them-"

"Maybe you could've handled the Crystal Empire test better," Twilight admitted, cutting her teacher off, "But the fact that Sombra came after us had nothing to do with you. I would've gone down there to help even if you hadn't assigned me to it. I'm not made at you for giving me your magic to fight Tirek, you didn't have any other choice. If you'd kept your magic separate, he'd have just hunted you down one by one and drained you, since you couldn't fight back."

Celestia trembled as she tried to face Twilight. Now came the worst sins, the ones she was certain Twilight couldn't refute. And in a way, she didn't want the younger princess to do so. Celestia wanted to be punished.

"But I created Nightmare Moon in the first place," she wailed, "And I forced you to clean up my mess. I dismissed you at your brother's wedding. I turned you into an alicorn without even asking you. I-"

Celestia tried to continue, but her sobs cut her off. She let a few tears fall, then looked up at Twilight, expecting to see resignation to the fact that Celestia truly was despicable. Twilight probably couldn't bring herself to look at Celestia with hate, but she'd turn away from her, finally.

What she saw was completely at odds with the vision in her head. Twilight's face was still miserable, but more out of concern than anguish. The empathic look in her eyes hadn't diminished at all since the beginning of the conversation. If anything, she looked like she pitied Celestia even more.

She finally began to speak. "I know that Nightmare Moon wasn't your fault. Luna doesn't blame you at all. And you needed somepony else to use the Elements of Harmony, you couldn't wield their full power on your own. That's why you had to banish Luna to the moon the first time, and after that, they turned to stone, and became useless to you.

"I forgave you for the wedding a long time ago. You and everypony else. Yes, I wish you'd believed me, but I handled it poorly, I know. I should've come to you in private or something.

"I'm not mad at you for making me an alicorn. Since I became a princess, I've had a happier life than I ever could've dreamed of. I get to help ponies all around Equestria, with my best friends. I get to make a real difference. I wouldn't trade my life for anything."

She looked deep into Celestia's eyes. "I know Sombra's been invading your dreams. Making you have focus on these thoughts. But I forgave you for all the mistakes you made, and you have to forgive yourself, or you'll never progress. And if you forgive and learn, you can repair your friendships. The Avengers-no, my friends-proved that today.

"A-and I never want you to think you hurt me. Or failed me. Because to me..." She grasped Celestia's front hoof. "You're like my second mom."

This final feather broke the camel's back.

Celestia threw herself into Twilight, wrapping her front legs around her former student's shoulders. Twilight hugged her back, feeling the cold liquid of Celestia's tears drop onto her wings. The release of emotions overwhelmed both her, as the solar alicorn released every painful thought she'd been burying for so long.

Just the like the Avengers, Celestia wouldn't move past this in one day, of course. They'd have to talk about this more frequently, maybe through letters if they couldn't meet face-to-face. But the healing process had begun, and no matter how long it took, Twilight would stand by Celestia, just as she'd stand by any of her friends. Including a group of extraordinary humans.

* * *

 **Equis, Somewhere**

The Monolith itself was a deceptively simple looking object. To the world at large, it resembled a massive column of black marble, carved impossibly smooth, with only two small indentations marring its otherwise pure surface. One sat directly in the center of the circular surface on the top, and one, more shallow, sat on the midline of the body, facing outward. Of course, anybody knowing the Monolith's contents would be appropriately afraid of it.

Sombra's devilish grin spread to unnatural lengths as he walked up to the object. In his magic, he held the small, stone cylinder, the key to the Monolith. Off in the corner, Phobos, Deimos, and Grogar watched their master quietly, wisely not speaking. Reaching the front of the Monolith, Sombra's face was bathed in the glow of Tony's arc reactor, set in the center of the pillar.

"A bit of a crude fusion of Equestrian magic and Earth science," Sombra noted, running his hoof over the surface of the arc reactor, "But it will suffice to jump start the Monolith."

Sombra enveloped himself in his own telekinesis, and rose to the top of the Monolith, landing flat on all four hooves on the circular surface. Raising the key, Sombra slotted it into the hole on the top, and pushed. The arc reactor ignited with white light, and began to hum as it prompted the dark magic to begin flowing once more.

At first, nothing happened. Then, as Sombra lowered the key further and further, trails of black magic, almost like liquid, began to leak out of the top, flowing across the Monolith. Sombra had a quiet chuckle to himself as tiny bolts of black lightning zapped outward, and the Monolith began to vibrate. The dark magic circulated through the air, causing it to grow thin and cold.

Then the floodgates broke.

A blob of solid darkness ripped its way out of the top of the Monolith, engulfing Sombra's entire body and eclipsing him from view. Unlike his amorphous form, even Sombra's eyes were concealed in this darkness. But Grogar and the others could still hear him laughing, even as the darkness began to collapse, and the Monolith pulled the blob back into itself. A few seconds passed in complete silence.

Then the Monolith erupted once more, darkness ripping out from every visible surface on the shadowy artifact. The pure black energy surrounded the entire cylinder, and the Monolith itself rose, to the point where it sat cleanly in the center of the mass of darkness. Two massive tendrils stuck out on either side of it, forming arms, tipped with curved black claws. At the top, a long, pointed projection stuck out, and the darkness pealed away again to reveal Sombra's blood red horn. Two circles of the same color grew outward, giving the thing eyes.

 **"Grogar,"** the unholy mass hissed, in Sombra's voice, **"Call forth your soldiers."**

"Y-yes Master," Grogar stumbled, already terrified. He rang his bell once, beckoning forth several shadow ponies that stood in the corners of the cavern.

The darkness stretched, showing what looked like Sombra's fangs in a menacing grin. His claws waved over the shadow ponies, and the familiar black, ugly crystals sprouted from the earth beneath them. The crystals grew, stretching over the shadow ponies, covering them like a thick coat of armor. Edges sharpened around the hooves and wings, giving them crude cutting weapons. Armored horns grew even sharper. Beneath the cragged stone, their white eyes still shone brightly.

 **"Yeeeeesss,"** Sombra cackled, **"Equestria is mine..."**

* * *

 **Equis, Ponyville**

All around Twilight's castle, Cadence, Sunburst, and various Canterlot mages channeled their magic into the wounds of the team. Cuts were forcefully sealed shut, cracked bones made whole once more, bruises disappeared into the skin, and even Wanda's black eye was restored.

"These aren't permanent," Celestia reminded everybody, "It's possible that these wounds could reopen if you're not careful. You'll still need rest and time to fully repair everything."

"Doesn't matter," Tony replied, getting to his feet, "Sombra has to be stopped. And we have to go after him again."

"We'll need to take chariots again," said Twilight, "He's going for the Crystal Empire, I'm certain."

Cadence had worry displayed all over her face, but she forced it down. "Shining Armor will be starting the evacuations," she announced, "But they'll have to charge the Crystal Heart to full power, to ensure that the barrier remains stable. We need to hurry."

"So it's time to suit up. Steve?" Tony called, attracting the Captain's attention. Tony pulled out one of the silver briefcases he'd brought from Earth, laying it down on the crystal table. "I didn't know whether my ego would ever let me give this to you, but I figured it couldn't hurt to bring it." He pressed a button on the outside of the case, popping it open to reveal two objects. One was a brightly colored battle suit, an upgraded version of Steve's old uniforms, complete with the chest star, the A forehead insignia, and the stripes on the chest. The other was a familiar red, white, and blue shield. Tony picked up the shield.

"Oh, no, Tony," Steve started, "You don't have to-"

"No," Tony insisted, "My dad made this for you. He would've wanted you to have it." He held out the disk.

Steve stared briefly at the tool that had been his for so long, looking as pristine as ever. His current, unpainted shield was just as good, but this was irreplaceable. He took it, feeling his arm slot into the handles in the familiar fashion.

Applejack smiled. "Ya look good, Cap."

"I say!" Rarity gasped, pointing at the suit, "Such design! Such colors! Darling, this is such an improvement from your current, drab look!"

"Well," Steve said fondly, picking up the suit, "I didn't think I'd be wearing these colors again so soon."

Bucky clapped him on the shoulder. "Good to have you back, Captain America," he declared, giving a rare, genuine smile.

"Uh, not to spoil the mood here," Rhodey interrupted, "But Tony, you don't have a suit. The Mark XLVII's basically scrap metal at this point."

"Funny, I remember telling you something similar before we left," Tony retorted, but he was clearly laughing. At the same time, he shared knowing glances with Bruce and Twilight.

"Oh, yes! Yes!" exclaimed the purple alicorn, jumping up and down, "We're gonna bring it out! We're gonna bring it out!"

"What?" asked Starlight, surprised.

Twilight didn't answer, merely rushing into another room without speaking. She came back a few moments later, and the item she carried made nearly everyone's jaws drop. Encased in Twilight's magical aura was a completely new Iron Man suit, freshly built. The design resembled most of Tony's previous suits, keeping the red and gold color scheme. The biggest difference in this one, at first glance, was that the reactor was now in the shape of Twilight's Cutie Mark, a six pointed star.

"Ladies and gentlecolts, Iron Man Mark XLIX!" proclaimed Twilight, proudly.

"So, that's what you've been working on," said Steve, studying the new suit.

"I brought the equipment over from Earth," Tony replied, "Wanted to see what technology combined with Equestrian magic could create. Twilight and Bruce jumped at the opportunity. Haven't had the chance to really test it, but this time is as good as any." He gave a thumbs-up to his coworkers. Stepping up the the suit, it opened up, allowing Tony to step inside, as the suit fitted itself to his body. The eyes and arc reactor lit up, glowing with the familiar white light. In addition, a few small purple lights ignited on the biceps, thighs, and abs. "Friday, you make it in okay?"

"Loud and clear, boss," reported the A.I.

"Excellent," said Tony, "We added a couple of magic batteries to give extra power, as well as fuel some new weapons systems I've been thinking about." He raised his right arm. Panels slide to the side, revealing a short, gun barrel-like device, with glowing purple lines around the body. Tony aimed at a crystal chair and fired, releasing a bubble of magenta energy, resembling Twilight's magical aura. The bubble enveloped the chair, levitating if off the floor for a couple of seconds, before it dropped back down with a clunk.

"Not bad at all," Bruce commented.

"It works! It works!" Twilight squealed, bouncing up and down like a hyperactive filly. In the corner, Spider-Man was taking a keen interest in the suit as well.

"Alright," said Bruce, as he stood up, "I put on the, y'know, none-tearing pants, so-"

"Wait, Banner?" Thor cut him off, "I thought you weren't here for combat."

"Yeah," Tony continued, "Bruce, you don't have to worry about-"

"Yes I do," Bruce insisted, "You'll need all the back up you can get. And if the other guy can save your hides during this fight...well, it'd be irresponsible of me not to."

He gave Fluttershy a knowing wink. Off to the side, Spider-Man smiled under his mask.

Tony turned to the costumed teenager. "I don't suppose I could convince you to stay behind, could I?"

"I'd hope not," answered Peter.

Captain America took over. "You're strong, Spidey, but you need to know something. This won't be like the fight at the airport. My team held back, because we didn't want to hurt you. Sombra and his guys won't. They will kill you without a second thought. Do you understand?"

Spider-Man nodded.

"Then you follow our lead," Tony said, "You stick close to us. You obey our orders. If we tell you to get outta there, you get outta there."

"I will," Peter replied. In his mind, he was terrified of the battle to come, but he wouldn't show that fear, and he wouldn't let it force him out. He would hold up his responsibility, no matter what.

"I've still got the chest," said Twilight, holding up the object in her magic, "This time, we won't hesitate to use it. It might be our only chance against the Monolith." She looked over her friends, but froze when her eyes fell on Spike.

The small dragon looked his adoptive sister in the eyes. "Twilight, please..."

"Spike, you helped when the Spider-Man and the others came, but..." She couldn't bring herself to say it.

"If I may, Princess Sparkle?" said T'Challa, removing his helmet briefly, "Spike merely wants to aid you in any way he can. And seeing how he's helped save the Crystal Empire once before..."

"I know, I know," said Twilight, reluctantly. She made a decision, praying she wouldn't regret it later on. "Please stay away from the front lines of battle. Follow our orders. Just try to stay safe, please?"

"Of course," Spike replied, giving an affirmative salute. Celestia looked proudly at him.

"Oh, this is marvelous," came a hoarse voice. Everybody turned to the doorway, where Discord, leaning on a crutch, had staggered into the room, "Everypony's getting together for the big, super team up, and I can't be part of it!"

"Discord!" exclaimed Fluttershy, flying over to him, "Are you okay?! You shouldn't be out of bed this early!"

"I'll be fine," insisted the chaos spirit, "My powers just haven't restored themselves enough for me to help. I thought the least I could do was send you off."

"Thanks, Discord," said Thor, with a little more than a hint of sarcasm.

"I love you, too, Thor," Discord joked back, causing Thor to glare at him.

With no further questions, Steve looked at the assembled team. Twilight, Rainbow, Applejack, Rarity, Fluttershy, Pinkie, Starlight, Spike, Tony, Rhodey, Vision, Natasha, T'Challa, Peter, Bruce, Thor, Bucky, Sam, Wanda, Clint, Scott, Celestia, and Luna.

"Avengers..." he announced, "Assemble."

* * *

 **All aboard the Black Panther hype train!**


	23. Chapter 23: Siege of the Crystal Empire

Chapter 23: Siege of the Crystal Empire

 **Equis, Crystal Empire**

The crystal ponies were terrified.

Barely a year ago, they'd watched the magic of the Crystal Heart completely obliterate their tyrannical ruler, King Sombra, who'd been a constant source of nightmares. Now, not only were they learning the king was alive, but he was coming back to the Empire. Coming back to conquer it once more. They wouldn't have been more afraid if a gigantic dragon had fallen out of the sky, directly onto the Empire.

"Everypony calm down!" roared Shining Armor, magically amplifying his voice to carry it across the entire city, "We are evacuating you to Canterlot as quickly as we can! Please follow the guards to the transport chariots in an orderly fashion! Make sure to stop at the Crystal Heart!"

In order to ensure that Sombra couldn't get back into what was once his castle, in case he'd hidden anything nasty inside, as well as buy any remaining citizens more time if Sombra got there too fast, it was agreed that the Crystal Heart must be at maximum power, thus ensuring the stability of the Empire's shield. As the line of crystal ponies walked past the artifact, they knelt down before it briefly, sending a white pulse of magic into it. As they did so, their coats assumed their trademark, gemlike sheen briefly, before they rose to their hooves once more, hurrying for the chariots.

Shining Armor himself stood to the side of the central plaza, making sure none of the crystal ponies panicked and tried to rush off, risking their own lives in the process. Alongside him stood Thorax, trembling but keeping a brave face on. Shining had offered to send the changeling off ahead, but he'd insisted on staying to help. The pony had to admit he respected that.

"Shining!" called a familiar voice. Shining turned, finding his wife, Cadence, along with Sunburst, rushing towards him. "How is the evacuation going? What about Flurry? What-"

"She's fine," Shining insisted, placing a hoof on his wife's shoulder, "Flash Sentry took her to Canterlot as soon as you sent the letter. We're getting the rest of them out as fast as possible. I think we've gotten half the ponies out by now. Thorax?"

"Maybe a little less," said the changeling, "We have to wait for more chariots from Canterlot."

"Too bad we can't just load them up in the train," lamented Sunburst.

Candence breathed slowly. "Thank goodness." She turned her gaze to the outside of the barrier, and the frozen wasteland. "I hope Twilight and the others know what they're doing."

 _So do I,_ Shining Armor thought, _Good luck, Avengers._

* * *

Twilight was grateful that the current season wasn't conductive to blizzards, even in the frozen north. Compared to Equestria's manageable, manufactured weather, the storms of the frozen north were something fierce. Even a team of fully trained pegasi couldn't wrangle one, if Celestia and Luna's battle against the climate during Flurry Heart's crystalling was any indication. As it was, the current climate was a brisk cold, with a layer of snow covering the ground, but little wind. The lavender alicorn didn't think she'd be able to stand freezing in addition to the nerves she felt as she waited for Sombra to come, within sight of the Crystal Empire.

Twilight was currently sitting alongside her fellow Elements of Harmony, Starlight, Celestia, and Luna, staring in the direction they were certain Sombra would attack from. Fluttershy, the least accustomed to such situations, was pacing nervously, rubbing herself with both wings to keep warm. Rainbow appeared to be staring at her reflection in a small mirror (from Rarity, no doubt), psyching herself up. Applejack and Rarity both opted to simply sit in place, muscles relaxed. Pinkie, for once, wasn't bouncing around like a dog toy, merely resting on her rear. Celestia and Luna were both in deep mediation. Starlight could do nothing but shiver nervously.

"Are you absolutely certain about this, Tony?" Twilight spoke into her com-link, "If he doesn't fall for it-"

"He will," Tony replied, calmly, "Believe me, I've dealt with enough self-righteous maniacs in my day. I know Sombra's type, he thinks he's already won. Speak of the devil..."

Twilight looked over the horizon, discovering that Tony was right. A massive black cloud, darker than any thunder cloud Equestria had ever seen, was approaching in the distance. This dark blob was even bigger than Sombra's usual amorphous form, nearly as large as the now destroyed Golden Oaks Library, and from what Twilight could see, this one looked less like an assumed state and more like a fully-fledged, monstrous transformation. Sombra's blood red horn, green eyes, and fangs remained on the beast's head, but below the neck, his body had assumed a humanoid shape, with broad shoulders, and arms stretching out to the sides, ending in clawd hands. In the center of his chest sat a massive stone column, presumably the Monolith. The atrocity had no feet, merely floating over the snowy landscape.

As he came closer, the ponies noticed that Sombra had, as expected, brought his army with him. Phobos, Deimos, and Grogar came alongside their master, accompanied by another group of shadow Equestrian creatures, pulled from their resting places in some graveyard. Even worse, this time they were coated with a thick layer of the black crystals Sombra created. Only their eyes remained, glowing white underneath the pointed rock, betraying their nature to any who would mistake them for intricate sculptures. Ponies, Griffons, Donkeys, Yaks, and what looked like Hippogriffs, all marching as mindless soldiers. Twilight swallowed nervously.

With barely a few yards left between them, Sombra ceased his approach, holding up one giant hand. His troops took the prompt, halting behind their master.

 **"So..."** Sombra chuckled to himself, **"The great Princess Twilight Sparkle still decides to stand up to me, even when she has no hope."**

"We will never give in," Twilight retorted, keeping her voice strong, "Not as long as we live to fight back."

"You'd better give up now, Smokey!" Rainbow yelled, punching her front hooves together, "Because you ain't gettin' past us!"

 **"Silence, Dash, the adults are talking,"** Sombra growled. He turned his gaze to the princesses. **"Celestia! I would've thought you'd tossed yourself into a volcano by now! Did you manage to convince yourself that you work for the greater good again, no matter whose life you ruin?"**

Celestia didn't falter this time, as she pointed her halberd directly at Sombra. "Stand down, and no harm will come to you," she said, "Or face Equestrian justice."

"And we'll add 'violating the dreamscape' to your list of crimes," Luna added, unsheathing her sword.

The abomination that was once Sombra faltered. He had to admit, he hadn't expected this. After verbally tearing apart everything she'd worked for, he'd assumed Celestia would be broken beyond repair. Yet she hadn't even acknowledged his insult. Still, he wasn't worried. Nine ponies weren't enough to stop him.

 **"Before you came here..."** he began, unable to resist more taunting, **"Did the Avengers manage to kill each other, leaving you to bury the corpses? Did they abandon you, realizing Equestria isn't their problem? Or were you forced to bind them down, in the hopes that you could stop them?"**

"What makes ya so sure ya got rid of 'em?" Applejack retorted, angry.

 **"Cute,"** Sombra chuckled to himself, **"But they clearly aren't here. Not to mention humans instinctively tear each other to pieces at the first opportunity. I would've expected Thor to stand alongside you, but even he seems to have abandoned your pointless cause. Still, I'll get to Asgard in good time."**

"Don't insult our friends, you big meanie!" shouted Pinkie.

 **"That's the least of your problems."** Sombra leaned down, towering over Twilight and the others. **"Any last words before I wipe Equis clean of the scourge of your existence?"**

"Yeah." Twilight stood her ground, igniting her horn with its magenta glow. "Take it away, everybody."

Behind Twilight, it was as though a giant invisible hand was peeling away part of the background. A spot of barren, white snow faded away, revealing a very familiar, huddled group. Sombra didn't even have time to react before Tony, Vision, Rhodey, Thor, and Spike all opened fire on him with their energy powers. Celestia, Luna, and Starlight all added their magic beams to the combined attack, all aimed directly at Sombra's head. The blast didn't seem to harm him quite as much as it would have pre-Monolith, but it was enough to force him back. His henchmen were forced to dive to the side to avoid the falling titan, though a few of the shadow creatures were smashed to pieces.

"What?!" screamed Grogar, falling on his knees.

"Surprise!" yelled Tony, rocketing into the air. His shoulders opened up, releasing a flurry of tiny missiles aimed at the shadow creatures. Some of the unicorns blasted the explosives out of the sky with their magic, but the majority found their targets.

"Twilight! Now!" Steve shouted, hurling his shield directly at Phobos. It bounced off the faun, ricocheting into Deimos, before bouncing back to Steve's hand, from which he tossed it once more.

Twilight obeyed, following their pre-written plan. Her horn ignited with pure magic, opening a tiny dimensional pocket, and releasing the hexagonal chest. The six keys, bearing the Cutie Marks of her and the other Element Bearers, sat secure in their locks. Twilight and the others gathered around their individual keys. They reached out with one hoof each, and turned the keys.

The lid of the chest burst open, releasing a storm of rainbow-colored light. The massive beam launched into the sky, rising nearly to the height of the clouds, before making a sharp turn and zooming back down. The rainbow split into six beams, each one flashing onto one of the Element Bearers. Twilight and the others disappeared in white light, as the Harmony power coursed through them.

With a blinding flash, Twilight, Applejack, Rainbow, Pinkie, Rarity, and Fluttershy all reappeared, this time with flowing manes, stretched to the length of their bodies. Streaks of new colors appeared in the hair, and the wings of Twilight, Rainbow, and Fluttershy were tipped with new, glowing feathers. Their eyes opened, flaring pure white, as they levitated up, arranged in a hexagonal shape.

"Sombra," Twilight announced, pointing her hoof at him. The twisted abomination that was Sombra glared back at her, blocking one of Thor's lightning bolts with his claw. "This is your penance."

The six ponies began to radiate even more light. Streams of energy, glowing with all the colors of the spectrum, lashed out, stabbing into Sombra's massive torso, surrounding the Monolith. Sombra howled with rage and pain, as more and more beams latched onto his body. Spreading her wings, Twilight came together with the others, focusing all their magical blasts into a single, focused, gigantic rainbow laser, aimed directly at the Monolith.

And that was when everything started to go wrong.

Grunting under the weight of the Rainbow Power, Sombra's cold eyes snapped open, as he focused his dark purple magical aura around his horn. Black lighting bolts zapped out from the pointed tip of the horn, enveloping Sombra with a massive, black energy shield. The rainbow blast collided with the shield, and although a few small cracks appeared on its surface, it held. With a final roar, Sombra pushed the shield outward, banishing the rainbow and hitting all six ponies with a shockwave of pure, dark magic.

Twilight and the others screamed as they were knocked out of the air. Traces of the black electricity zapped their bodies as the Harmony Power faded, returning them to their normal forms. Wanda barely managed to throw up a massive net of red energy, catching the six mares before they could slam into the snow. She gently levitated the group down, as the magical chest closed once more beside them. Celestia, gasping with shock, rushed over to the fallen Twilight.

"Um," Spider-Man stuttered, "I'm guessing that wasn't supposed to happen."

Sombra, free once more, threw back his enormous head and cackled, his wicked laugh echoing across the snow-covered field.

 **"Now you understand!"** he laughed, pointing one sharpened finger at Twilight, **"I've attained the powers of gods! Not even your pathetic Elements of Harmony can harm me now!"**

He lunged forward, as if to crush the ponies under one gigantic fist, but Tony, Vision, and Luna hit him with their blasts simultaneously, causing him to flinch long enough for Celestia and Starlight to move the ponies and the chest away.

"You haven't won this fight yet!" shouted Rhodey, firing his chain gun at Sombra's head. The dark unicorn growled at the bullets, but they failed to leave any lasting impact. Tony and Vision, taking to the air, added their own attacks to the mix, pissing Sombra off even further. So the Avengers were alive. So they continued to resist him. He could live with that.

 **"Enough!"** he screamed, conjuring up several sharpened black crystals and launching them at the Avengers, who barely managed to dodge, **"Kill them all!"** There was nothing else to be said.

"Now we're talking!" Phobos laughed, charging his staff with yellow light. He fired his beam towards Spider-Man, only to have the attack intercepted by Steve's shield. Taking the opportunity, Spider-Man caught Phobos by the head with a web, swinging the faun around and smacking him into Deimos.

"Fools," Grogar muttered condescendingly under his breath. He rang his bell, directing the massive army of resurrected Equestrians to attack.

Sombra, meanwhile, took the golden opportunity to attack the helpless Element Bearers. Or, rather, that's what he would've done, had a human he didn't recognize stepped between them. The man looked rather harmless, relative to his comrades, with his messy brown hair and plain clothes.

 **"Move,"** Sombra commanded, **"Or die where you stand."**

"Sorry, pal," Bruce shot back, clenching his fist, "But you just beat up some ponies that I consider friends. When you someone's friends, they get angry. And believe me," he growled, his teeth grinding against each other as green veins began to extend up his face, "You won't like me when I'm _angry._ "

What happened next passed by so quickly, Sombra would've been at a loss to explain just what it was. One moment, the gargantuan unicorn abomination was leaning forward, intending to bite the human in half and spit his disgusting corpse out. The next, he'd been on the receiving end of a punch stronger than a blow from Mjӧlnir. Sombra's distorted body tumbled over backwards, as his troops rushed to avoid being flattened underneath him, for the second time. Leaning up on one elbow, Sombra discovered the source of his woes; a massive, green, humanoid beast with the largest muscles he'd ever seen.

 **"The Hulk,"** he groaned, levitating himself into the air once more, **"Wonderful."** The creature roared with unmatched fury as it leaped at him.

Twilight and the others, from their beached position in the snow, could only stare, their mouths wide open, as the Hulk began pounding on Sombra with both fists, the blows apparently strong enough for Sombra to actually feel them.

"Wow," Fluttershy breathed, so shocked she didn't even tremble in fear, "He wasn't kidding."

Tony punched through the crystal armor of a shadow griffin, obliterating the monster underneath, as he flew over to the resting place of Twilight and the other Elements of Harmony, along with Celestia and Wanda. All of the ponies, thankfully, were still conscious, but it was clear that the failed attack had taken a toll on them, even as they got back on their hooves. Tony, Wanda, and Celestia kept firing at the approaching army, waiting on them to regain some of their strength.

"So, uh, our big ace in the hole didn't work," Natasha said over the comms, as the fired her widow's bite, "I don't suppose anyone brought a backup plan?"

"He isn't immune to it," Twilight protested, rubbing her head, "He just blocked the Harmony magic. We can still use it to stop him!" She looked over at the hexagonal chest. She turned the keys experimentally, but the chest only revealed a weak glimmer of light within. "The power needs time to recharge. We can't fire again right away."

"And if he escaped because he can block it," said Celestia, studying Sombra's form, which was currently swiping at Luna, Thor, Sam, and Vision, having thrown Hulk away, "Firing it at him a second time would be an exercise in futility. He'd just block it again."

"Damn," Tony grumbled. He focused his HUD on the Monolith inside Sombra's chest. "Friday, gimme a scan. How vulnerable is that thing?"

"No good, Boss," replied the A.I., "He's coated the outside of the Monolith with vibranium." Tony's optics zoomed in, showing the coating of metal on the magical artifact. "It would take a massive, concentrated attack just to burn through it. He won't stay still for that long."

Tony noticed the arc reactor Sombra had attached to the middle of the Monolith. "That explains what he did with all our stuff. God, I'm beginning to hate this guy."

"Oh, perfect," grunted Rainbow Dash, standing back on her hooves again. One of the shadow griffins managed to slip past Celestia and Tony's cover fire, diving at Rainbow with claws extended. The pegasus took to the air with a flap of her wings, dodging the slash before hitting the armored, undead being with both front hooves, cracking the crystal surface and knocking it out of the sky. "I'm all for slugging it out with these things, but I don't think that's going to solve our problem."

"Actually," Tony replied, blasting a shadow yak with a tank missile, "I might have something." A hidden compartment the back of his armor opened, revealing a long, pointed black object. Tony reached in and grabbed the object.

"Is that...the vibranium shard?" exclaimed the princess.

"It's not much," Tony admitted, "But you said vibranium blocks magic, right?" He pointed at Sombra's horn. "So we jam this in there, he can't protect himself from the magical friendship cannon."

"Maybe," Twilight said, hesitantly, "But I never got to test the upper limits. It probably won't be able to block all his magic for long. It'll absorb as much as it can until it bursts. We won't have much more than...a couple seconds. Not to mention, how are we going to get it into his horn in the first place?"

"Well," Tony grumbled, pocketing the shard once more, "It's not like this job's ever easy."

* * *

Grogar didn't believe he could become more irritated with the humans than he already was, but it happened. Not only had they survived the master's mental assault, they were continuing to fight back. And it was for a country they didn't even owe a debt. It was infuriating. Even worse were the blows they kept raining down on him, such as the axe-kick the one in the cat suit dealt to his forehead. Grogar snarled, firing a bolt of lightning from both horns, but the Black Panther rolled to the side, leaving the ram open to another bolt of magic from the pink unicorn.

 _"Master,"_ he mentally sent to Sombra, _"This is an unexpected development. These humans are impeding-"_

 _"I don't care!"_ Sombra screamed in his head, forcing Grogar to grab his skull in pain. It was one of the few times he'd ever seen the master genuinely angry. _"I will have the Crystal Empire! I will have Equestria! Take it from them now!"_

 _"V-very well, master,"_ Grogar responded. He wasn't willing to defy his leader, not at this stage.

Grogar's bell rang once more, the echoing gong reverberating across the vast, snowy expanse. Several of the shadow ponies, standing behind their comrades, immediately turned their attention to the Crystal Empire itself, the transparent dome an outstanding sight in the icy realm. Breaking away from the battle, several shadow ponies and griffons immediately charged towards it. Luckily, the attack was spotted by the team's eyes in the sky, Sam and Rainbow.

"Uh, Twilight?" Rainbow asked, nervously, "They can't get through the barrier, right?"

For a moment, it seemed as though Dash's fears were unfounded, as a group of shadow earth ponies and unicorns raced to edges of the city walls, only to slam into the Crystal Heart's protective shield. Undaunted, the ponies retaliated, the unicorns blasting it with their horns, and the earth ponies trying to claw through it with the sharpened hooves of their crystal armor. The barrier held, despite the gasps of the remaining crystal ponies.

It didn't last.

Behind the front line of attackers, a group of shadow diamond dogs halted, seeing their companions' efforts weren't amounting to anything. Taking things into their own paws, they began furiously digging through the snow, the ice, into the cold earth beneath, their undead forms feeling no pain as they pierced the frost. Soon enough, tunnels were being formed, digging straight under the barrier. And emerging into the crystal plaza.

"Oh, crap!" Sam grunted, as he kicked away another shadow hippogriff.

"I got it," came Clint's calm voice over the com link. Clint, knowing he was less suited to charging into battle, had stayed inside the barrier, just in case the assault had managed to breach the force field. Standing on a spire of the crystal castle, he notched an arrow, aiming it at the emerging diamond dogs, and fired. The explosive arrowhead split into half a dozen smaller projectiles, Clint's superior aiming skills ensuring they manged to hit every single invader. The arrows burst, leaving the shadow diamond dogs without heads, and the rest were soon obliterated by Shining Armor and Cadence.

"So, who exactly designs a barrier that doesn't extend to the underground?" complained Rhodey.

"Hey, it's not like the ancient Crystal Empire ever had to defend from diamond dogs!" Cadence protested, having been given her own ear piece.

"I can try to extend it," said Shining Armor, linking his magic to the Crystal Heart, "But it'll take time."

"We're gonna need some more eyes in the streets," said Steve, bashing an earth pony shadow away, "Starlight! Bucky! T'Challa! Spike! Spider-Man! Go!"

"Understood, Captain," replied the king. He turned and rushed towards the barrier, the others joining him on the way, Spike riding on Starlight's back. As they passed by the tunnels, Starlight used a quick burst of magic to cave them in. At least more of Sombra's troops wouldn't be using the same entrances.

The quintet froze in their tracks, however, as a massive claw of darkness slammed down in front of them. Turning, they beheld Sombra's massive form, holding Luna with his other claw. The alicorn was trying to stab into the darkness with her sword, but alone, it had little effect.

 **"And where do you think you're going?"** he snarled down at them. His eyes focused on the dragon. **"Spike! You've save me the trouble of hunting you down!"** Spike curled his claws into defiant fists, trying not to show any fear.

Hurling Luna to the side, Sombra gathered his magic in his newly-freed hand. A massive ball of the familiar black crystal, sharp points emerging from various points on its surface, began to form in his hand, larger than Celestia herself. Snapping his fingers, Sombra summoned a fence of black crystal spires around the quintet, before hurling the crystal mass at them.

Grunting in frustration, Starlight started charging her magic, preparing to counter. Luckily for her, it turned out to be unnecessary.

"Heads up!" yelled Scott, jumping off of Spider-Man's shoulder in his miniature form, growing back to normal size as he did so. In his hand, Scott held a small, silver disk with a red glow in the center. He reared back and pitched the disk at the crystal bolder flying at them. As the two mismatched objects collided, the bolder shrank to the size of a gumball, before hitting the snow with a thump.

Nobody spoke for a couple of seconds. The silence was interrupted by Spider-Man, jumping for joy and yelling "Awesome!"

That snapped the others out of their funk, including Sombra. **"Why you little-"** he started to snarl, only to be cut off by Celestia hurling her halberd, encased in an aura of golden magic, stabbing into his neck. Sombra screamed and recoiled, pulling the weapon out of his morphing flesh, as Celestia, Thor, and Vision all fluttered around his head, trying to pelt him with more blasts.

"We gotta keep going!" shouted Spike. He rushed up to the crystal spikes surrounding them, inhaling a massive breath. Opening his mouth again, he released a large stream of green flame, bathing the crystals in emerald, and melting them. Free, the earth-bound Avengers rushed into the Crystal Empire, with the exception of Scott, who shrank down once more to avoid the swiping claws of a shadow griffon, and leaping up into a rising punch, shattering the griffon completely.

"Not bad for a guy named after a harmless insect," said Rainbow, as she slammed a shadow hippogriff into the ground. The miniature Scott continued his momentum, landing on Dash's back.

"Harmless?" he scoffed, "Lady, the stories I could tell you."

* * *

The newly-dug tunnels hadn't been open for very long, but a handful of dark ponies had still managed to make their way under the barrier. The remaining crystal ponies were definitely afraid, but managed to resist the urge to panic, and scurried off to the evacuation site. This was assisted by Shining Armor, Cadence, Sunburst, Thorax, and Clint, who fired at the approaching shadow ponies. The initial volley of attacks wiped out most of them, and the stragglers were eliminated by T'Challa's group.

"We're gonna need to set some sort of perimeter," said Starlight, as she used her magic to collapse the tunnels on the inside of the barrier, "They've got more diamond dogs. They'll keep digging into here."

"I agree," replied Cadence, "They'll be able to dig in from pretty much any direction. And if they get to the Crystal Heart, we're finished."

"Okay," Clint spoke from his perch, "Spidey, Spike, you've got the central plaza. I'll try to direct you from up here." He fired another arrow through the inside of the barrier, wiping out a dark hippogriff that had insisted on trying to claw through it.

"Gotcha," replied Spider-Man, leaping into the air and web-swinging over to the tower. Spike rushed over to join him, giving his own statue an appreciative look as he did so.

"Starlight, you're on tunnel duty," said Bucky, loading a fresh clip into his gun, "Your magic basically seals those things up instantly, so we won't have to stand around them."

"I can help with that," chimed in Sunburst. Beside him, Thorax nodded as well.

"We'll keep moving the evacuation," said Shining Armor, "The crystal ponies are sitting ducks out here."

"Good," replied T'Challa, "Sargent Barnes, shall we?"

"Gladly," Bucky replied. He and T'Challa took off in opposite directions, beginning their patrol of the city's outer rim. Starlight, Sunburst, and Thorax took their own routes, even as more diamond dog shadows began digging their way under the force field.

* * *

The Element Bearers had fully recovered from their failed attack, and they were finally able to do their part in the battle. Even Fluttershy was making an effort, though most of her assault was limited to using the "Stare" to immobilize enemies so that one of the others could take them out. She froze a charging shadow minotaur in it's tracks, giving Applejack the chance to buck it straight into Steve's shield, where it shattered.

High above the ground, Twilight and Rainbow had joined the other flying Avengers, along with the princesses, blasting shadow pegasi down. Twilight swerved to avoid a shot of green light, courtesy of Deimos, before responding with her own magic beam. The faun dodged her attack, but left himself vulnerable to an electrified charge from Natasha's Widow's Bite. Rhodey followed with a unibeam, sending Deimos crashing into his brother.

Twilight looked up at Sombra, who was battling Celestia, Luna, Thor, Hulk, and Vision. To their credit, the assault was proving difficult for Sombra to counter, even as he formed more tentacles from his body to swat at them. Hulk kept punching before he could soften his body mass, and Luna managed to stab him with her horn, blaring with magic. The wound sealed up quickly, though, meaning and Sombra's stamina appeared inexhaustible.

"We're not wearing him down!" she shouted into her mic, as she telekinetically froze another shadow pegasus, and pitched it out of the sky, "We need more reinforcements on Sombra!"

"We can't spare many more people!" Wanda replied, firing more blasts of red energy, "These things are everywhere!"

"I might have a solution," Scott's voice came over their coms, "Something that can knock the little guys and the big guy around at the same time."

"You serious?" Rainbow chimed in. Scott was still riding on her back, clinging to her prismatic mane.

"Oh, believe me," said Sam, "He is. Go for it, Tic-Tac!"

Scott smiled, as he reached for the controls on his wrist console. He activated the appropriate settings, before leaping off of Rainbow's mane, and pressing the button on his glove.

The pegasus' exclamation when he jumped off was quickly drowned out by a gasp of pure amazement. One instant, Scott had been tiny, smaller than an actual ant. The next, his body expanded, growing larger and larger until he stood almost as tall as the barrier around the Crystal Empire.

"Oh, boy, here we go again!" said Rhodey.

Inside the barrier, Spider-Man cheered. "Whooo, Ant-Man!"

Scott chuckled to himself. "Fee, fi, fo, fum," he bellowed, as his massive feet stomped on the shadow ponies below.

"For the record, I'm glad he's on our side this time," said Tony.


	24. Chapter 24: The Grand Finale

Chapter 24: The Grand Finale

 **Equis, Crystal Empire**

Somedays, Twilight Sparkle wondered how she managed to shoulder all of her responsibilities. Being Princess Celestia's student had come with quite a load, but becoming the Bearer of the Element of Magic, being one of Equestria's primary defenses, was another story. Then there were her new alicorn wings and title, setting her and her friends as the guardians of friendship. It all added up to a mountain of work, something Twilight could've never imagined herself doing.

Then Vision shielded her from another blast, and Twilight was brought back to her original thought: All of those responsibilities paled in comparison to this madness.

The battle against Sombra and his troops raged on, magic blasts swarming around the snowy battlefield. Explosives from the Avengers' arsenals burst in every direction, gunfire sputtered, Pinkie's party cannon squeaked, punches were thrown, crystal armor cracked, and the Hulk roared with fury. While the team wasn't losing like they had the previous battle, it was still turning into a ruthless match, with injuries piling up on both sides. Twilight herself had a bleeding lip, and a slash in the middle of her chest. She refused to let it stop her, though.

Diving down in midair, Twilight dived at Phobos, as the faun of fear kept launching blasts at Scott's gigantic form. Her horn blared with magic, and she swiped downward, sending a crescent-shaped blade of magic directly at Phobos. Unfortunately for her, the faun managed to sense her attack quick enough to leap to the side and take aim with his staff. Not all of the luck was on Phobos' side today, however, as Natasha stood right behind him, close enough to jab him at the base of his neck with her electrified baton.

Phobos screamed as several hundred volts of electricity raced across his body, whirling around on one hoof to face Natasha. The Black Widow merely smiled, knowing that Rainbow had gotten into position. The cyan pegasus dived down in a swerving loop, smacking Phobos in the back of the head, and leaving him open for Tony to blast him with both repulsors at once. The faun was launched off the ground, and smacked right into the back of the Hulk, who was currently fighting Sombra. The green behemoth didn't even notice the distraction.

Deimos would've gladly taken the opportunity to mock his brother, if he weren't fairing so poorly himself. The faun of panic was battling Wanda, Rarity, and Pinkie, and the former two's barriers kept blocking out his magic beams. Rarity's shields weren't as strong, she was no mage, but they blocked out his attack long enough for Pinkie to bounce off of his head, an action that was definitely going to result in a concussion if it kept up.

Gritting his teeth in rage, the faun formed a large ball of his sickly green magic in the curve of his staff, raising it skyward. He was intending to slam the weapon down, creating a shockwave carrying his signature, hysteria inducing spell. He probably couldn't cause them to turn on each other again, not by himself, but it would throw them off their balance.

It was a good plan in theory, but life has a way of throwing monkey wrenches into plans such as that. In this case, the monkey wrench took the form of Vision and Rhodey, blasting Deimos from above with a bolt of gold energy from the Mind Stone, and a sonic blaster at the same time. The unstable ball of collected magic exploded as the blasts struck Deimos, burning him even further. To make matters worse for him, Wanda managed to throw up a barrier, protecting herself and the others from the magical shockwave. As Deimos slumped down, Wanda seized him in her telekinetic grip and hurled him into a shadow pegasus, knocking it out of the sky.

"Thanks, Viz," she said, briefly turning her head to the flying Avengers as she fired another blast of red energy, "Rhodey." She fired her energy into the ground, launching herself across the battlefield, Pinkie in close pursuit.

"Much obliged, darlings," said Rarity, never one to neglect politeness.

Rhodey smirked beneath his metallic mask, as his onboard targeting system locked on to multiple incoming shadow griffons. "You seem to be doing well with the ladies, 'Viz,'" he teased, firing a barrage of missiles.

"Shut up, Colonel," Vision snapped back, but there was humor in his voice. He phased his arms through another shadow hippogriff, before solidifying them once more, and tearing the undead beast apart.

Contained within the shield of the Crystal Empire, the situation was fairly similar, with team Avengers holding their ground, but not gaining much. More diamond dogs had dug their way into the city, and some of the tunnels managed to remain open for a brief period before Starlight or Sunburst could collapse them, allowing shadowy creatures to enter the city.

Bucky ducked as a shadow minotaur swung a chunk of marble at his head, before retaliating with an overhead smash from his bionic arm, obliterating the creature's head. The headless minotaur stumbled a few steps, before Spider-Man's web snagged it by the chest, swinging it into a group of diamond dogs like a wrecking ball. One dog managed to evade destruction, but Thorax's burning green magic put him down for good. A few of the diamond dogs sneaked deeper underground, attempting to emerge right next to the Crystal Heart, but Clint's arrows dispatched them as soon as they showed their heads.

"We making any progress here?!" yelled Spider-Man into his mic, "Because I'd like to be!" The tingle on the back of his neck came again, warning him before a shadow unicorn could shoot him in the back. He backflipped over the beam, allowing Spike to melt the unicorn's crystal armor with a burst of flame. Starlight came in for the finish, blasting it apart with magic.

"Much as I value patience," said T'Challa, as he decapitated a shadow earth pony with a claw swipe, "I agree with Spider-Man. We need to find someway to regain our lost ground."

"Easier said than done, Your Majesty!" Tony quipped, blasting apart a group of charging yaks on the ground. He turned his unibeam at Steve, who, remembering the tactic they'd used against the Chitauri, redirected the beam into the sky with his shield, burning the wings off a couple of shadow pegasi and sending them plummeting. "We need some sort of opening to disable Sombra!"

The dark unicorn himself was currently engaged with Celestia, Luna, Thor, and Hulk. With her improved mental status, Celestia was holding much better than she had in the previous battle. She'd only taken one or two hits, and she'd managed to burn Sombra several times with her own, solar magic. Unfortunately, Sombra's power upgrade meant he could take more punishment than the quartet could dish out. Even when Hulk managed to latch on to his horn, giving the other three the chance to blast him all at the same time, Sombra shrugged off most of the pain. The good news was, no matter how many times he threw the Hulk off him, the not-so-jolly green giant just got back up and charged him again.

The bad news was that Scott had been forced to abandon the fight with Sombra. Grogar, noticing how the massive human was stomping out his ground based minions like cockroaches, ordered them to use a new tactic. Namely, climb up Scott's gigantic body and dig into him with their sharpened limbs. Most of the cuts he'd received were superficial, but Scott couldn't focus on the battle through the pain and his attempts to scrape the beasts off his body. It was difficult for the others to be of any use to him. Sam managed to nail a few of the climbers with diving kicks, and Vision ripped some of them away, while below, Applejack lassoed a charging yak, using it as a flail to bash away some of the advancing monsters, but she couldn't keep them all away.

"Ow, son of a-!" Scott screeched, as a shadow unicorn rammed its horn into his lower abdomen. It was like poking yourself with a push-pin, only you somehow managed to slide the pin through until the plastic met your flesh. Scott pinched the unicorn between two fingers and tossed it off, only to see another group charging at him from below. Groaning, Scott reluctantly pressed the trigger on his right glove.

The giant-sized Ant-Man suddenly began to shrivel, reducing back to his normal size. The shadow creatures still clinging to him were left latched onto thin air, before gravity took over and they plummeted to the ground. Scott fell to his hands and knees, clutching the cuts on his body as the shadows that survived the fall approached him.

"Hold on there, partner!" yelled Applejack, as she rushed back towards him. Steve tossed his shield to the farm pony, who snared it with her lasso. Applejack began swinging the rope back and forth, using the shield to bash the remaining shadows to pieces, Scott wisely ducking to avoid getting hit. Satisfied, Applejack pulled the rope in, passing Steve his shield back.

"You okay, Scott?" asked the captain, rushing over to the collapsed Ant-Man.

"Yeah, yeah," was the reply, "But I'm not growing huge again anytime soon. Used up too many of my suit's particles."

"You can only stay giant for that long?" came Tony's voice over the com, "Ugh, you need an upgrade. Remind me to call Pym as soon as we get back."

"Thanks for the offer, but I don't think he'll take it," replied Scott, "He doesn't really like you that much."

"Uh, guys?" said Applejack, "I hate to cut ya off, but we gotta problem."

Steve and Scott turned their gazes to where her hoof was pointing. Sombra's gigantic, distorted form was storming across the battlefield, heading directly for the Crystal Empire. He'd manipulated his body, growing another pair of massive arms. In his left pair, he held a struggling Thor and Celestia, while in his right, Luna was trapped. Behind them, Hulk was trapped inside a giant mass of black crystal. The gigantic humanoid was squirming with all his might, and cracks were beginning to form in the outer surface, but he would clearly need time to get out of there.

 **"I have had it with this paltry resistance!"** Sombra roared, as he tossed his three captives aside, **"My crystal slaves! You belong to me!"**

His horn flared to life once more, black bolts of electricity sparking around the pointed tip. In Sombra's upper pair of arms, a length of pure shadow began to grow, eventually shaping itself into the familiar form of Sombra's scythe. The dark unicorn raised the massive weapon, and brought it down on the Empire's barrier.

The effect wasn't instantaneous. For a moment, it seemed the angry attack was in vain, and Sombra's scythe would just bounce off the shield. However, as the king persisted, the blade eventually sank deeper and deeper into the barrier, pushing the magic wall inward, like a sheet of clear plastic. The blade pierced the magic, and slowly began tearing a hole through to the city below. The few remaining crystal ponies screamed in panic.

"Oh, no ya don't!" yelled Tony, as he, Vision, and Rhodey all flew up towards Sombra's face. Floating in midair, Tony opened a compartment in his wrist gauntlet, revealing a metal spike modeled after a unicorn's horn. Aiming the device directly at Sombra's horn, Tony fired a beam of pure magenta energy, magic combined with his repulsor blasts. This was soon accompanied by Vision's signature golden beam, and Rhodey added his chain gun. Inside the Empire, Starlight, Sunburst, and Thorax looked up, adding their own magic to the blast after only a moment's hesitation.

Though Sombra managed to raise his arm to protect his horn, the attack had the desired effect. With Sombra no longer applying constant force to it, the scythe stopped its descent through the barrier. Seizing the chance, the barrier seemed to actually push the blade out of itself, sealing up the crack as it went.

Unfortunately, there was no time to celebrate any kind of small victory, as Grogar, levitating himself once more, flew up to the remaining space on the barrier.

"Do not worry, my master!" cackled the ram, "I will ensure this barrier falls!"

"Come back here, you little-!" Rainbow snapped, diving at Grogar and trying to grab him with her front legs, but missing by a hair. Grogar dived into the closing crack, entering the city.

"No..." gasped Fluttershy, as she observed Grogar's actions, "He'll hurt those ponies!"

With that, she took off with a flap of her wings, ignoring the shadow griffons that dived down to slice her. Twilight and Vision managed to blast them away before they could hurt her. Fluttershy rushed directly into the Crystal Empire, passing through the barrier.

"Fluttershy, wait!" shouted Rarity, to no avail.

* * *

Grogar chuckled as he descended into the Crystal Empire, black lightning sparking around the curves of his horns. His red eyes glowed, and he fired directly at the small crowd of remaining crystal ponies, but they were saved by Shining Armor's timely shield conjuring.

"Hey, goat face!" snapped Spider-Man, launching a few web balls at Grogar's head, "Anybody ever tell you how rude it is to shoot lightning at other people? You don't see me doing it!"

Grogar flared his magical aura, deflecting the adhesive projectiles, along with a handful of arrows from Clint. Starlight attempted to hit Grogar with a binding spell to freeze him in place, but the ram telekinetically lifted the small unicorn, hurling her into Spider-Man, knocking both of them off their balance. Grogar moved to attack again, to finish them, but a butter-yellow figure flew in front of him before he could.

"How dare you!" shouted Fluttershy, planting all four hooves down, and Staring into Grogar's eyes as hard as she could, "How dare you try to hurt these ponies! You have no right to use dark magic to-"

The yellow pegasus didn't get the chance to finish her sentence, as Grogar's horns hit her with two simultaneous bolts of lightning. The ram cackled with insane glee as Fluttershy cried out in pain, falling to the ground.

"Cute trick, pony," Grogar laughed, "But you'll need more than angry looks to deal with me." He zapped her again, causing Fluttershy to scream once more.

* * *

Unknown to the ram, Fluttershy's pained cries managed to carry all the way out, past the barrier, into the snowy battlefield beyond. Twilight and the others all gasped in horror, but they weren't the only ones affected.

Further back, Hulk remained encased in his crystal prison, though he continued to struggle, and the cracks kept growing.

Until he heard Fluttershy.

Something stirred beneath the sea of rage that constituted the Hulk's brain. Something formed of Bruce Banner's mind, and he remembered sitting in a crystal chair, looking at the yellow pegasus, hearing words of kindness. Hulk's facial muscles tensed, and the entire crystal seal around him began to bend.

Then it shattered.

* * *

"Leave her alone!" Spider-Man roared at Grogar, who was continuing to zap Fluttershy. Unfortunately, he wasn't in a position to do much about it, as shadow hippogriffs and diamond dogs were trying to claw him, Spike, and Starlight, forcing them to defend themselves.

"Oh, I wouldn't worry about her," Grogar sneered, "Believe me, once she's dead and I reanimate her, she'll be much happier-"

Grogar's taunt would be left unfinished, as earth-shaking footsteps outside the barrier caught everyone's attention. A thundering roar resounded, and Grogar barely had time to whirl around before the charging Hulk backhanded him with impossible strength, sending the ram flying backwards into a building.

"NO HURT PONY!" roared the beast. Behind him, Spider-Man's eyepieces widened in shock.

And then Grogar's black sparks began rising in the air, dust from the building he'd hit flowing around him. The ram rose into the air, electricity crackling around him. Grogar's eyes glowed with fury, as he flew right back at the Hulk.

"You mindless beast!" he snarled, blasting the Hulk with black lightning. The towering beast roared as the smell of burning flesh began to permeate the atmosphere. "How dare you interfere with my business! For this I will-"

He didn't get to finish that sentence, as the Hulk's titanic fist shot straight towards his head. Grogar barely managed to raise his shield in time, blocking the punch and standing his ground. But he failed to make any more movements before the Hulk clapped both sides of the spherical barrier, hitting it so hard it cracked. Not content to stop there, Hulk roared with fury, pounding the shield harder and harder, more and more cracks extending down the surface. Grogar channeled as much magic as he possibly could into the shield, but he was fighting a losing battle. His eyes stared down the Hulk, filled with pure fear.

With an ear-splitting crack, Grogar's shield shattered, and the Hulk seized him around his midsection. With one final snarl of rage, he heaved the ram over his head, smashing the much smaller creature into the streets of the Crystal Empire, cracking the cement and creating a small crater in the ground. Grogar lay unconscious, one of his horns snapped off, blood dripping from his nose.

Above the defeated necromancer, the Hulk flexed both arms, and let out another roar of pure strength.

"HULK IS STRONGEST THERE IS!" he bellowed to the sky.

Nobody moved for a few seconds. Spider-Man and Starlight both stared in shock at the behemoth, along with Shining and Cadence, who could still see from their spot near the Crystal Heart. Thorax, Sunburst, Bucky, and T'Challa all ran up, eyes filled amazement at the remains of the altercation that sat before them. Clint, from his perch, smiled to himself. The Hulk himself just stood, breathing heavily.

Then Fluttershy took a few tentative steps forward. "D-Dr. B-Banner?" she mumbled, looking up at the green giant.

The Hulk rounded on the small pony, and for a moment, the team panicked. Then, he took a deep breath, relaxing his muscles a bit, though he was still broader than anyone. He let his hands fall down at his sides, as his green eyes made contact with Fluttershy's aqua ones.

"Thank you," the pegasus said simply.

* * *

Grogar's rather epic failure didn't escape his master's notice. Sombra was even more furious than before, and he showed it with renewed vigor in his assaults. He created more limbs, attacking the combined team of two worlds like an enraged octopus, clawing massive ditches into the snow.

The good news was, without their master, Grogar's shadow minions seemed to have lost some of their spirit. They still attacked, but they were rather clumsy and lacking strategy. They weren't even trying to break into the Empire anymore, just attacking whoever they could, before being obliterated. This allowed the Avengers to eliminate them en masse.

Of course, the same principles didn't apply to Phobos and Deimos. The two fauns continued to wage war against the team, though it did them little good, as Phobos found out, from having Redwing smack him directly between the eyes.

"Filthy...hairless...apes...!" he snarled, as he fired a few blasts at Sam, "I'll shatter their fetlocks!"

"You're not really familiar with our anatomy, are you?" interrupted Rhodey, ramming his taser rod into the faun's rear. Phobos leaped into the air, clutching his buttocks and screeching like an angry bird. Rhodey prepared to knock him down with a repulsor blast, but Deimos added some cover fire, forcing him to dodge.

Sombra himself wasn't having much more fun than his minions. With fewer and fewer shadow creatures to battle, Tony and Twilight had moved their focus to the leader, pelting him with missiles laced with small bits of magical charge. Sombra wasn't really hurt by the assault, but his frustration grew greater with each blow.

 **"Why-urk-do you keep resisting me?!"** Sombra spat, trying and failing to keep his smug attitude intact under his rage, **"Soon, Equestria will be all mine! And then your planet Earth will-"**

"Will worship you? Will bow to your will?" Luna interrupted, slicing through part of Sombra's shadowy essence with her sword, "Don't bother with it, Sombra. We've heard all these villainous rants before."

"So have we," said Tony, "Seriously, your evil plot wasn't even that original. Using our minds against us? Trying to make us turn on each other? Ultron and Zemo both did it. And they did it better. Add some class next time."

 **"Why you little-!"** Sombra growled, reaching up with a claw to try and crush Tony, only to have a large, green object (aka the Hulk) crash into his face.

"Heads up, stinky!" yelled Spider-Man rushing back onto the battlefield, the remaining fighters that had been in the Crystal Empire on his tail. He fired two blasts of webbing, blinding both of Sombra's eyes, giving Spike the opportunity to hit Sombra in the side with a few small fireballs. "Sorry, my jokes are usually much better than that."

"Come on, Sombra!" Steve yelled, pitching his shield at the dark unicorn, where it bounced off his muzzle, "It's over! You lost!"

For some strange reason, Sombra didn't like the sound of that. He responded with a bolt of pure magic directly at Steve, who barely managed to leap back in time. From the impact point, a long, pointed spire of black crystal emerged, primed to skewer the good captain, but Clint's explosive arrowhead blew it apart before it could.

"So, uh, what exactly is our plan?" asked the archer, as Sombra rose once more, "We did have one of those, right?"

"I thought so," Natasha replied, using her pistols to shatter a dark earth pony, "Tony, any progress with the whole vibranium thing?"

"He's too guarded," said the billionaire with frustration, "If we tried it now, he'd just knock it away. And we've only got one shot at this, so we can't afford to screw up." He descended out of the sky, landing alongside the others.

Luna came down alongside him, observing her sister and Thor as they continued to assault Sombra. What would distract him, keep him busy long enough to lodge the vibranium in his horn? Luna thought about Sombra's long list of powers, everything at his disposal. Suddenly, inspiration struck her like a lightning bolt.

"I might have something," she spoke up, "But I don't know how long it will keep him."

"If it can stop him, I say give it a shot, lady," replied the miniature Scott, as he punched Deimos in the face again, "We can't hold him back forever."

"Agreed," said Bucky. He'd come out of the Crystal Empire armed with a spear, shimmering the same way as the crystal ponies. He reached up with his bionic arm, snapping the tip off the shaft of the spear. He held out his hand, and Tony passed him the shard of vibranium, which he then jammed into the shaft. "Crude, but it should suffice."

"Then go for it!" shouted Rainbow Dash, "Even I'm getting worn out at this point!"

Luna beckoned Bucky with a wing. "Need a lift, Sergeant Barnes?"

"Thought you'd never ask," Bucky replied, climbing into Luna's back. Lucky for them both, the alicorn was close enough in size to horses from Earth. Luna took off into the air with a single flap of her large wings, as the others watched them go.

"Huh," said Tony.

Any more thoughts would remain unsaid, as Sombra screamed in fury as Vision burned him with yet another golden blast.

 **"PHOBOS! DEIMOS!"** he shrieked, seizing the two fauns with a pair of his massive hands, **"ATTEND ME!"**

Luna gritted her teeth. She knew exactly what Sombra was doing, in fact she'd counted on it. She had the perfect counter in mind to his next move. She relayed this information to the others, as she and Bucky approached the massive abomination.

"You sure about that?" Bucky asked, holding the vibranium spear with one hand, "It's kinda risky."

"It has to be done," Luna replied, "It's the only way I can think of to immobilize him long enough. Twilight Sparkle, are you ready with the chest?"

"It's recharged," confirmed the Princess of Friendship, checking the box, "Just give us the word. Girls, get ready!"

"On mah way, sugar cube!"

"Comin', Twilight!"

"Yay, we're gonna save Equestria again!"

"I-I'm ready!"

"I will not fail, darling!"

Sombara began charging up his horn, drawing power from Phobos and Deimos, who squirmed in his grip. Sickly yellow and green light began to merge with the inky purple of his magical aura. At the same time, Luna closed her eyes, powering up her own horn, as pure, white light traveled up the grooves.

* * *

 _Sombra found himself returned to his normal form, floating in an expanse of purple. He levitated himself down, dropping down onto the nonexistent floor. Raising his head, he saw the many multicolored orbs, representing the Avengers' awake minds, laid out before him. A wicked grin formed on his face, as Phobos and Deimos' magic encircled him._

"So, trying the same trick twice," _came a voice from near him,_ "You'd make a terrible stage magician, Sombra."

 _Sombra whirled on his hooves. Standing before him was Luna, projecting herself down into the vast mindscape. Luna glared at him, her horn pointed threateningly._

"Surprised to see me?" _she asked,_ "You shouldn't be. After all, the mindscape is just another section of the dreamscape. My domain."

 _Sombra's alarm faded, and he gave a quiet chuckle._ "Not much of a guardian then, are you?" _he asked,_ "After all, I was able to breach Celestia's dreams so easily. Give her nightmares for weeks. You weren't even aware."

"True," _Luna admitted, looking a bit shameful,_ "And now that you've interacted with them before, you can access the minds of the Avengers from here. While they're awake. But I'm not going to let you."

 _This time, Sombra threw back his head and howled with laughter._ "As if you could ever hope to stop me!" _he cackled with insane and sadistic pleasure,_ "I have the power of gods! And as you saw before, the Avengers only need the slightest push to tear each other to pieces! Really, nothing you could possibly do would make any difference to my plans!"

"Wow," _Luna deadpanned,_ "Amazing. Not a single thing you just said is correct." _She began charging her own horn, blue light glowing around the appendage._ "First, if you had the powers of gods, you wouldn't have been smacked around by Thor, Tia, myself, etc. Second, the Avengers have moved past anything you might've brought out within them. Finally, you have no idea what I can do."

 _Sombra opened his mouth to shoot out another insult, but before he could, the entire mindscape began to tremble. Sombra looked around, finding nothing that could create such mental earthquakes throughout the expanse. He never would've admitted it, but he felt the creeping snake of fear begin to slither up his spine._

"What are you doing?" _he demanded, attempting to keep his voice stable, but not exactly succeeding._

"Just bringing in some company," _Luna replied, smiling cheekily,_ "You've trespassed in my domain. You've assaulted good ponies, and good humans. You've assaulted the dreams of my sister. I will not allow this to continue."

"What are you taking about?!"

"Just wait..."

 _Sombra screeched in shock, as a massive crack appeared in the air next to Luna's horn. The crack was composed of pure white light, growing wider and wider with each passing second. Wisps of purple smoke, dotted with white, starry spots like Luna's mane. As more and more of the smoke emerged, it expanded further and further, growing into a massive alicorn silhouette, towering over Sombra._

"WHAT THE-?!" _screamed the unicorn._

"King Sombra," _Luna announced,_ "Meet the Tantabus."

 _The Tantabus lunged at Sombra with an unnatural roar._

* * *

Sombra screamed in agony, his body contorting, as the familiar blue glow of Luna's magic overpowered his own magical aura. He dropped Phobos and Deimos from his claws, before he covered his head with all four. The fauns didn't even have time to react before Mjölnir and Steve's shield knocked them unconscious.

"I still don't understand what you just did, lady," said Tony, "But it worked!"

"Good job, Luna!" chimed in Celestia.

Luna grinned in response. "Bucky, if you'd do the honors."

"With pleasure," replied the soldier. Clutching the vibranium spear with his bionic arm, he reared back, aiming the spear directly at Sombra's horn, and pitched it as hard as physically possible. The spear stabbed into Sombra's horn, and all of a sudden, the flow of magic up the appendage ceased where the spear was jammed. Stray sparks of magic zapped out from the base of his horn, but the vibranium contained the majority of his magic.

"Now, Twilight!" shouted Tony.

Twilight acted without hesitation, turning the key with a burst of her magic. The others followed as well, and the box burst open, releasing the storm of rainbow light. With a blinding burst of pure magic, the six ponies transformed into their rainbow-powered forms, levitating into the air in their formation once again.

A bolt of magenta light zapped out from Twilight, hitting the Monolith in the center of Sombra's body. This was followed by more bolts, red from Rainbow, pink from Fluttershy, blue from Pinkie, purple from Rarity, and orange from Applejack. More and more multicolored bolts followed, and they penetrated the Monolith, spreading a spiderweb of cracks across its surface. Sombra's black form was disrupted by the blinding light piercing through him, burning away parts of his body, as he screamed in agony.

"Finish it now, girls!" Twilight yelled over the explosive magic.

A blinding beam of rainbow light burst from the combined ponies, punching into the center of the Monolith. The entire surface of the object was covered in cracks, and dark magic was beginning to leak out of the surface, only to be smothered by the rainbow light, leaving only pure puffs of white light. The Elements of Harmony were fulfilling their purpose, cleansing the dark magic in order to preserve harmony.

With an ear-piercing crack, the Monolith burst into dozens of tiny rock fragments. A blinding white light completely consumed Sombra's body, eroding the black body mass and erasing the mad king from sight. The rainbow light lingered on the six ponies for a moment, before returning to its place in the crystal chest, as Twilight and the others slowly descended from the air. Back on the ground, Twilight and the others panted, worn out from the effort of utilizing the magic.

Tony landed next to them, his mask plate rising to reveal his face. "Well," he announced, "That went pretty well."


	25. Chapter 25: The After-Party

Chapter 25: The After-Party

 **Equis, Canterlot**

Since the return of Nightmare Moon, Equestria had come under assault from a quite a few nearly apocalyptic threats. Oddly enough, most ponies had gotten so used to this, they barely noticed anymore. It'd almost become routine. Some sort of evil threatened Equestria, the Elements of Harmony showed up to save the day, everything was fine. Of course, nopony got tired of the celebration that came afterward, frequently catered by the great Pinkie Pie. It was always their favorite part.

This time, however, was a bit different. This time, Equestria had some outsiders to congratulate.

The Avengers found themselves walking across a stage set up in front of Canterlot Castle, in front of a massive orchestra. Leading the music was the voice of Countess Coloratura, singing Equestria's national anthem. The Avengers were being led up to the Princesses, Celestia and Luna at the front, and Cadence, Shining Armor, and the Elements of Harmony off to the side. A massive crowd, gathered from all over Equestria, especially the Crystal Empire, came to watch this ceremony. Coloratura finished up the song as the Avengers reached Celestia.

"Thanks, Rara," Applejack whispered to the earth pony. The two old friends shared a quick smile.

The team, in honor of the occasion, had suited up in their "uniforms," minus any of their masks. Even Spider-Man had removed his out of honor. Of course, they'd sustained quite a bit of damage during the battle with Sombra, but the cloth suits had been easily repaired by Rarity (after all, they were there more for appearance), and Tony had patched up the armors within a few minutes. Rainbow had started to ask Bruce to Hulk out for the party, but the combined glares of the team had put an end to that discussion, even if she was kidding.

Steve led the way, his shield in its old place on his back, as he walked up to Celestia and Luna. The white alicorn rose to her hooves, prompting the crowd of ponies to fall silent.

"Avengers," Celestia began, "Saviors of planet Earth, and now of planet Equis. In our hour of need, you came to our defense, asking for no rewards. At great personal risk, you battled to protect the lives of ponies everywhere, and cared for our people as if they were your own. For this, we are forever in your debt."

Celestia's horn lit up with its familiar golden glow, levitating a small medal to place it around Steve's neck. The medal was forged of gold, and inscribed with an emblem: The familiar symbol of Equestria, a circle with Celestia and her sun on one side, Luna on the other, and in between them, they'd added the stylized A of the Avengers logo. Steve gave a friendly salute, before getting down on one knee in front of Luna. The dark alicorn raised her sword with her magic.

"Steve Rogers, aka Captain America," she announced, as she touched the blade to one of his shoulders, "For your services to us, I dub you Sir Rogers, Knight of Equestria." She brought the sword over to his other shoulder.

"It was my honor, Princess Luna," Steve replied, climbing to his feet. He walked over to join Twilight's group, as the remaining Avengers proceeded to the princesses.

"Y'know, I didn't suspect that when I finally got my knighthood, I would be getting it from a horse," said Tony. He hastily added an "I'm kidding," at the look Twilight shot him.

"I will defend you and Equestria whenever I am needed, Celestia," said Thor. The two old friends shared a brief hug before Thor moved on.

"Uh, this probably belongs more to the other guy," said Bruce, looking at his medal, "But somehow, I don't think this is his kind of event." The ponies chuckled at his quip.

"Well, this is a new one," was all Natasha said, as she touched her medal.

"Oh, boy. My kids are never gonna let me hear the end of this one," Clint joked.

"I wonder if I can display this with the rest of my medals," Rhodey said, earning a laugh, and a "Probably not," from Tony.

Sam accepted his honors without speaking, though later on, Steve would swear that he heard a quiet "Eat it, Riley," from the Falcon as he came down.

Bucky rose from his knees as Luna finished knighting him. "I'm honored by this. I truly am," he said quietly. Luna gave him a kind smile.

Wanda looked as though she might've protested the award, and the title, but she didn't speak. As she looked down at her medal, a few small tears formed in her eyes. She was thinking of what Pietro would've done with his own.

Vision accepted his award, but his stance told keen-eyed observers that he wasn't super comfortable with it. Seeing this, Wanda took his hand, giving him a reassuring squeeze and he responded in kind. In the crowd, Lyra Heartstrings managed to catch his eye, giving him a comforting wave. The android smiled, some of his burden lifted.

"Well, Cassie's gonna want to hear all about this," said Scott, as he rose from his knees. He gave Clint a knowing glance, and the two fathers shared a quiet chuckle.

"I'm proud to call you my friends. And I'm proud to protect your people," said T'Challa, giving a respectful bow to the princesses.

Peter was the last, his mask dangling from his fingertips. As Luna finished gracing him with the sword, he stood up. "I-I...I..." he tried to say, stumbling over his words, before finally settling on "Thank you." He took his place beside the others.

The entire team was now gathered on the stage. Fourteen Avengers, six Elements of Harmony, Spike, and Starlight Glimmer, alongside Celestia and Luna. The preliminaries done, Celestia turned to the massive crowd of ponies, raising her halberd.

"Thank the Avengers, the mightiest heroes on Earth or Equis," she announced.

The massive crowd of ponies burst into applause, their hooves clacking against the ground. But the applause came to a halt as Steve raised his hands, respectfully asking for silence.

"Ponies of Equestria," he said, "We thank you for accepting us, and for these honors. We have something we'd like to give you in turn."

He gestured to Tony, who opened a compartment in his armor, before taking out a handful of new medals, though these were forged with a shining silver metal. Wanda waved her hands, telekinetically lifting them, and placing them around the necks of the Elements, Spike, Starlight, Celestia, and Luna.

"Everyone," said Tony, taking over, "For going beyond the call of duty, and for standing by us in battle, we declare you Honorary Avengers."

Nopony knew what to say. Twilight's jaw had fallen open as she examined the medal. It was inscribed with the Avengers logo, but the A was contained inside a large horseshoe. She looked up at Steve, into his warm eyes.

"Wow," she said, "I...I didn't expect this."

"I'm a member of a superhero team..." Rainbow breathed, "This is...the coolest thing to ever happen in the history of Equestria!" Spike was squealing in a similar fashion

"I must say, these are quite appealing to the eyes, darlings," said Rarity, "Compliments to your style."

Fluttershy barely managed to get out a squeak of shock.

Pinkie didn't even bother with subtlety, jumping up and cheering as she received her medal.

Applejack smiled warmly as she accepted her medal, making eye contact with Steve in the process.

Starlight accepted her award, looking a bit glum, remembering past sins, but Wanda reached down to pat her on the shoulder, giving her a small bit of comfort.

Neither Celestia nor Luna spoke a word, merely bowing respectfully to the Avengers. The other ponies followed their example, and the Avengers were soon bowing in turn. Heroes of two worlds, united, showing respect for-

"Okay, that's enough of that!" said Pinkie, abruptly, "Now, time for the 'mane' event!"

With that, she disappeared into thin air, only to reappear, as she whipped out a massive banner labeled "Equestria is Saved and We Now Have Extraterrestrial Friends Party!", stretching it over two large columns. Everypony in the audience burst into applause, content that this celebration would feel just as magical as any other.

"Let's get this party started!" Pinkie yelled, whipping out a microphone.

Tony just stared at the pink mystery, his jaw dropping as he apparently tried to come up with some sort of response. Twilight flew up to his shoulder, giving him a small pat.

"Don't worry, you'll get used to it," she offered.

* * *

The festivities continued well into the evening. Ponies danced around Canterlot Castle, accompanied by music provided by Ponyville's resident DJ, Vinyl Scratch. The Avengers found themselves unable to resist the urge to join in, dancing and digging into the massive array of treats Pinkie had managed to procure. Even Celestia and Luna embraced the opportunity to cut loose, Celestia indulging herself in the dessert table.

On the front steps of the castle, Tony, Twilight, Steve, and Applejack gathered with their drinks (punch, Pinkie always refused to serve alcohol) to watch the party and ruminate. Vision was getting grilled by Lyra on the nature of humans, Peter was doing web tricks and explaining the concept of karaoke to Pinkie, while Rainbow told Sam about Wonderbolt stunts.

"Beats the heck out of our last after-party, I'll admit," said Tony, taking a bite out of his doughnut.

"Considering that practically all of our after-parties consist of us eating shawarma before we even manage to receive proper medical attention, I think that goes without saying," said Steve.

"Shawarma?" asked Twilight, "Seems like an odd choice..."

"It's a long story," said Tony.

"Shawarma?" came a familiar voice, followed by an equally familiar snapping sound, "I got veggie shawarma, if you're interested!"

Tony and Steve weren't at all surprised shawarma sandwiches (though apparently with fake meat) appearing in their hands, considering that Discord was standing right next to them, leaning heavily on a crutch that was made out of candy canes and covered with bandages.

"Really?" asked Applejack, "Yer gonna be all dramatic about it?"

"Hey, you try having your basis in reality screwed with, see how you like it!" Discord snapped, but he was clearly joking.

Steve bit into his sandwich. "Hm. Not bad, all things considered."

"Not my preference," Discord admitted, conjuring one of his own, though his was slathered in mustard and melted chocolate, "But it does grow on you." With that, he teleported back into the party, joining Fluttershy in her conversation with Bruce.

"So, all's well that ends well, right?" said Twilight, after a few more minutes of silence.

"Pretty much," Steve admitted, "Nobody died on either planet. That's definitely one in the win column."

"What about the fact that Pinkie's currently using yer shield as a frisbee?" asked Applejack.

Steve's focus shot up. The party pony was, in fact, throwing his star-spangled shield to Rainbow, who then passed it to Sam, who passed it to Bucky, all while Fluttershy tried in vain to get them to stop.

"HEY! GIMME THAT! I JUST GOT THAT BACK!" he shouted, running into the crowd. Tony, Applejack, and Twilight doubled over with laughter as Bucky and Sam immediately began playing Monkey in the Middle with Steve's shield. Applejack mercifully decided to get up and try to help him.

"Boys," Natasha chuckled to herself, joined by Wanda, Rarity, and Starlight.

"ANOTHER!" Thor yelled, smashing his drink on the ground, only to draw glares from everyone.

Twilight leaned back to laugh at the antics of her old friends combining with her new ones.

"I'll admit, Twilight," said Tony, "When we got here, I thought this place would melt my brain. It looked way too cutesy on the surface. Too innocent to understand anything. I'm glad to be proven wrong."

Twilight laughed to herself. "I'm glad we got to meet, Tony," she replied, "And no matter what, the Avengers are heroes. Never let anyone tell you otherwise."

Tony looked up into the sky. For the first time since the Battle of New York, he found himself no longer convinced that everything out there was doomsday in the making. Sure, Sombra had come from Equestria, but if it hadn't been for the ponies, they never would've defeated him. And they'd given the Avengers the greatest gift of all: forgiveness.

* * *

 **Just a tide over chapter until I finish the finale.**


	26. Chapter 26: Good-bye For Now

Chapter 26: Good-bye For Now

 **Equis, Ponyville**

Ponyville was always one of the brightest places to visit in Equestria, even before the creation of the massive crystal castle that had grown on the edge of the town. While not the bustling city of Manehatten nor the government capital of Canterlot, the town was a sunny beacon of peace, a place where ponies could simply sit and feel relaxed. Celestia's sun radiated down onto the land, bathing it in a calm golden glow, sparkles reflecting off the crystal castle. Ponyville was probably the most comforting place in Equestria. As it turned out, that feeling was shared by Equestria's extraterrestrial visitors, as they stood in front of Twilight's castle, drinking in the peaceful atmosphere of Equestria while they still had the time.

At the moment, the Avengers stood in a line in front of the castle, opposite of the ponies, while not one, but three transport mirrors were set next to each other. Twilight and Starlight were just finishing up stabilizing the second mirror, set to go straight to Wakanda, and one that would create a portal to Equestria, to be entrusted to T'Challa, while Tony and Bruce were double-checking their equations. The Avengers would go home in their original groups (not including Thor), though Scott and Clint would need T'Challa to give them rides back to their places in America.

"Are ya sure ya don't want to just stay here?" asked Applejack, "With the Accords still set, yer still bein' chased-"

"I appreciate the thought Applejack," said Steve, "But we have things to do back home. There's always arms dealers and thugs to bust. At least we can come here if they get too close to nabbing us."

"And I've gotta work on hopefully getting the Accords amended, maybe getting Steve and the others pardoned," said Tony, "I'm pretty sure there's a couple people who would support the idea."

"If only all of our problems could be solved with magic rainbow lasers," Natasha lamented. Twilight had tried to convince them to accept aid in dealing with the Accords, but Celestia had reminded her that Equestria had no power on Earth, and the Accords were a problem that needed to be solved diplomatically. Plus, if they ever decided to form some kind of relationship with Earth, it probably wouldn't help if their first move was to mess with human politics.

"You know what's really odd about this?" said Rhodey, "I think this is the first time one of our misadventures won't end up on the news anywhere on Earth. Seriously, nobody will even know that we discovered the existence of an entire planet of sentient, talking horses. Then again, I'm not even sure anybody would believe us."

Celestia had a brief chuckle. "We would be open to creating diplomatic relations with Earth, of course."

"Tony and I have actually been talking about that," said Twilight, "We'd have to arrange for me to 'accidentally' warp to Earth, or open a portal or something. Obviously, we couldn't tell anyone about this, or Tony, Vision, Rhodey, T'Challa, Peter, and Bruce would get in trouble. It's still a work in progress, of course."

Lyra, who'd demanded to be part of this farewell, much to Bon-Bon's aggravation, immediately wrapped her forelegs around Vision's leg.

"But you're coming back to visit, right?" she asked, looking up at the android pleadingly, "You're not leaving us forever, right?"

"Uh...yes, of course not," Vision awkwardly managed to get out. Wanda had to cover her mouth to suppress her laughter.

Starlight bathed the two new mirrors in her turquoise magical field, scanning them. "Alright, I think they're good to go," she announced, levitating one over to T'Challa, "We've magically encoded them to only respond to you guys, or to us. Basically, they'll be useless to anypony that tries to steal them."

"So magical encryptions can't be broken?" asked Scott.

"They can," Twilight replied, "But first, one has to be able to access the enchantment's nexus to start making changes. We've blocked these to only respond to Starlight's, or my own specific magical signature. It's kind of like a password on a computer."

"Well, at least that problem's out of the way," said Bruce with relief.

"I'm guessing this is where we all say good-bye, huh?" asked Spike, disappointment fully evident in his voice. For someone like Spike, seeing real superheros leave was a painful loss.

"Don't worry, my friend," said T'Challa, clapping him on the shoulder, "We shall return when we are able." He turned his gaze to Celestia and Luna. "When you decide to open up to Earth, you can count Wakanda among your allies, no matter what."

"We'll want to stay in touch, too," said Twilight, igniting her horn. She levitated three newly-bound books up to Tony, Steve, and Thor. Tony's was red, Steve's was blue, and Thor's yellow. "I stayed up late last night to whip these up. Write in them, and the writing will appear in my copies, and vice versa."

"Impressive, Princess Sparkle," said Thor, running his fingers over the smooth cover of the journal, "Now I won't have to run to Heimdall every time I want to check up on Equestria."

"We'll have plenty of access to the journal, Thor," Luna affirmed, "No more thousand-year separations."

The crowd of friends continued on this path for a good time, trading stories and promising this wouldn't be the last time they saw each other. Eventually, as Celestia habitually lowered the sun further and further in the sky, the Avengers found they could no longer put off their departure. For everyone, that moment came much too quickly.

Twilight touched her horn to the first of the mirrors, opening a portal right to the Avengers Compound. Tony, fully suited up, his helmet tucked under his arm, approached the portal first. Twilight flew up to his head, wrapping her forelegs around his neck, and Tony returned the hug with one armored arm.

"Thank you, Twilight," he whispered, finding himself at a loss for words for once.

"Anytime," replied the pony, draping one of her wings over him, as she fought to keep her own voice from breaking, "If you ever need anything, promise me that you'll ask. Please?"

Tony nodded. "Of course."

Twilight released him with a bittersweet smile, watching as Tony stepped through the portal, and was worlds away from Equestria.

Rhodey was next, walking perfectly with the War Machine suit covering his limp. "I'll watch out for him," he promised Twilight, "He'll be fine."

Bruce stopped to get down on one knee, placing himself at eye level with Fluttershy. The quiet pegasus, despite knowing the true power the calm scientist held, smiled warmly, never backing down, and hugged him.

"Thank you for reminding me of the good I can do," he said. Fluttershy said nothing, but she clearly appreciated it.

Vision was next, but he made sure to give Wanda a firm hug before walking to the portal. As he did, he turned to Lyra, flashing a thumbs-up at her. The mint-green unicorn squealed with joy.

Peter had donned his mask once more, but he removed it as he stepped up to the portal.

"Uh, I'm not very good at making speeches of any kind," he admitted, "You probably all know that by now. But I really want to thank you all. You made me feel like I really made a difference and-"

He was cut off, as the blur of pink zoomed into him. Pinkie threw her forelegs around his head, rubbing his face with her cheek.

"Don't worry, Spidey! You're our friend and we love you and your jokes are funny and your webs are cool and we need you to come back so you can help me with one of my super-duper Pinkie Pie parties and-" The rest of Pinkie's words dissolved into incomprehensible chatter as she talked faster and faster. Twilight and the other ponies roared with laughter.

Eventually, Peter managed to pry the earth pony off his face, but underneath, he was laughing just as much as the others. He set Pinkie down, giving her a hoof-to-fist bump, and stepped through the portal. As he did, Twilight's magic shut it off, closing the first five Avengers off from Equis.

"I suppose it's my turn now," said Thor, picking up Mjölnir once more. He turned to Twilight and the others. "Princess Sparkle, it has been my honor to fight alongside you and your friends." He moved on to Celestia and Luna.

"It was wonderful to see you again, Thor," said Celestia, "Equestria and Asgard should never have broke off."

"I agree," said Luna, "Perhaps we could rekindle our nations' alliance. Just so you don't have to wait for the next crisis to visit."

"I will do what I can," Thor replied, "But rest assured, no matter what father says, nothing will keep me from visiting my friends. I promise."

Thor and Celestia shared one final hug, and Luna shook his hand. With that, Thor walked to a clear spot on the grass, before looking up and calling. "Heimdall! Fire away!"

The familiar golden column of light emerged from the sky as the Bifrost opened once more, engulfing the god of thunder completely. When the light cleared, Thor was gone, leaving the grass scorched with the same runic symbols as always.

"Good-bye, Thor," Celestia whispered, looking to the sky, and Twilight thought she detected some sadness in her voice.

Starlight, meanwhile, ignited her horn once more, activating the second mirror with her magic. The blue beam expanded out into a new portal, this one showing T'Challa's palace in Wakanda.

Steve was the first to approach the portal, his shield clamped onto his back, and his mask in his hand. He gave a polite salute to Celestia and Luna, before moving to Applejack.

"You reminded me of who I wanted to be," he said, quietly, clapping her on the shoulder, "Of the right things I always said I wanted to do. Thank you so much for that."

"Aw, shucks, Cap," said the farm pony, smiling bashfully, "It was nothin'. Sometimes, we all need a little remindin' of what we need to do. Ah know Ah have." Her expression turned slightly more serious, as she looked Steve in the eye. "Ya did a wonderful thing for us, Steve. Ya protected our homes, the homes of ponies yah didn't even know. In mah book, that makes ya a real hero."

The two shared one more hoof-to-fist bump, before Steve stood up and walked through the portal, vanishing from sight.

Sam was the first to follow him, though he stopped for a quick high-five/hoof with Rainbow Dash.

"You're alright, Dashie," he chuckled.

"You're not half-bad yourself, Sam," replied the pegasus, "I'll let you know when we have a Wonderbolt show coming up, you should totally be our guest performer!"

Sam promised he would consider it, before stepping in behind Steve.

Natasha was next, stepping up to the portal. As she turned to say her good-byes, a blue magical aura enveloped her arm, pulling her over to Rarity, who telekinetically held a measuring tape, a notepad, and a pencil.

"My apologies, darling," said the unicorn, "But I haven't made an exact record of your measurements, and I want to have something truly glamorous waiting for you next time you visit!"

Natasha couldn't help but smile at the fashionista, as she took notes of the spy's body shape and size. "You really don't have to," she replied, warmly, "You and your friends have done more than enough for us already."

"Nonsense, darling!" Rarity insisted, "Friends do things for each other! There's no quota to be reached!"

Natasha felt herself relax, as she reached down and shook Rarity's hoof. Standing up, she bid farewell to the ponies, as she stepped through the portal.

Clint stepped up to the portal, bow in hand, and politely waved good-bye. "I'm never gonna make retirement," he joked, before he walked through.

Starlight looked at Wanda, who was next in line to go. The Sokovian woman looked less apprehensive than she had upon her arrival, but nerves still found their way to the surface. She gave the ponies an appreciative wave, but she still held her other hand close to her chest, apparently afraid for the future. Starlight trotted up to her.

"Hey," she said, prompting Wanda to look down at her, "You'll be okay."

Wanda smiled, grateful for the pony's comfort. She shook Starlight's hoof, and walked through the portal, standing just a bit taller than before.

Scott came up, carrying his helmet under one arm. He smiled happily, thinking about how Cassie would react to this planet, and whether he could ever find a way to bring her here on a weekend. Still, the thought brought joy to his face. He waved good-bye, calling "See ya around!" before he climbed through the portal.

T'Challa, carrying the mirror that would belong to Wakanda, stopped to give a respectful bow to Celestia and Luna. "Thank you for all you've done for me and my friends," he said. Then he turned to Spike. "Continue to progress your skills, Spike. You have the power to make a real difference." Spike smiled politely, but inside, he was squealing with fanboy love. T'Challa walked through the portal.

Finally, Bucky was left, the only remaining human on Equis. He stepped towards the portal, before turning to face the ponies one last time.

"Listen, I...I don't feel like I deserve to be treated half as good as you were to me. But I'm grateful for everything. If it hadn't been for you," he looked Luna in the eye, "I don't think I'd have the will to keep going."

Luna stepped forward, putting her front legs around his neck, and resting her head on his shoulder. Bucky responded in kind, his mismatched arms squeezing Luna tightly to his body. Behind them, Celestia beamed with pride for her sister.

"Never give up on yourself. Okay?" Luna asked, "There are people and ponies who care about you. Please remember that."

"I swear."

How long they stood like that, nobody could place, but eventually, they had to release each other. Bucky wiped a single tear out of his eye as he walked through the portal.

With a sigh, Starlight ignited her horn, shutting off the mirror and closing the portal.

"I'm gonna miss them," she sadly mumbled, followed by a confirmative sniff from Spike.

"Ah wouldn't worry about it too much, Sugar Cube," said Applejack.

"Yeah, they'll be back," said Rainbow.

"What makes you so sure?" asked Fluttershy.

"Because we'll need them too," said Twilight, "And because they'll want to."


	27. Epilogue

Epilogue

 **Equis, Ponyville**

Twilight Sparkle was grateful that her princess duties didn't include all of the lawmaking paperwork Celestia, Luna, and Cadence all had to deal with. Twilight loved studious work, certainly, but she was smart enough to realize how much of a drag it would've been. Not to mention how much it would've cut into her favorite pastime: reading!

At the moment, Twilight was engaged in her after-crisis ritual, which involved spending a day just sitting in, reading some of her favorite works. At the present, she was going through Starswirl's "Application of Unified Magics," one of her favorites from her school days. However, in this instance, she was having some trouble focusing, having reread the same paragraph three times over. This wasn't due to sadness, but rather the way Twilight's brain had been kicked into overdrive, constantly thinking about the Avengers and their home, lightyears away from Equestria. Twilight couldn't make herself stop pondering her new friends.

A faint buzzing from across the room drew her attention. Twilight looked up, her eyes finding the sound emanating from a small shelf set in the wall, away from the others. A thick, brown book sat wedged between two of Twilight's personal favorite books, glowing with a ghostly pink light, and vibrating where it sat.

Twilight smiled happily as she set down her book, trotting over to the shelf. She levitated the journal from its spot, flipping it open to read the newest message. Hearing from her friends always brought joy to her heart, and this time was no different. It wasn't an important, world threatening message or anything, but just an invitation to chat. Twilight eagerly levitated a quill, pressing the point to the page.

 _Dear Sunset Shimmer,_

 _It's great to hear from you, it's been so long. A lot's been going on in Equestria over the last few days. Have I got a story to tell you..._

* * *

 **Asgard**

Thor stood on the balcony of the palace, his father beside him, as they stared beyond the Bifrost, across the cosmos. Heimdall may have been the one with the gift of boundless sight, but even their limited eyes could appreciate the beauty of Asgard's night, as the stars stood out in the blanket of darkness.

"So, I suppose forbidding you from going to Equestria is a lost cause?" asked Odin, Gungnir thooming against the floor as he set it down.

"Definitely a lost one," said Thor, smiling, "I promised I wouldn't just disappear on Celestia for another thousand years. I honor my promises." He looked his father in the eye, his joy giving way to a serious, determined expression. "Father, for the life of me, I cannot remember why you cut us off from them. Why did you end our alliance?"

Odin sighed with a hint of regret, looking down sadly. In that moment, he looked more like a tired old man than a powerful king.

"I thought I was protecting them," he finally said, "With Luna gone, Celestia would have to defend Equestria all on her own. I thought Asgard could draw potential targets to them..." A touch of what looked like frustration entered his eyes. "I know you disagreed. Loki certainly did."

Thor looked at the sky again, looking in vain for the star that was closest to Equis. "It's a shame Loki couldn't be there. I know Luna misses him..." He turned back to his father. "But they've come so far since we left them. They've grown so strong. We should reopen that alliance. Join our people once again."

"I...I will consider it, my son," Odin replied, after an oddly long silence.

Thor smiled, clapping his father on the shoulder. "That's all I can ask," he said, before he turned and left.

Odin got to his feet, staring at the night sky once more. He hadn't realized it until now, but watching the stars like this, seeing the way the minute, white spots were arranged, reminded him of her. A green glow passed over Odin, his form fading to reveal Loki beneath.

"I'm sorry, Luna," Loki whispered to himself.

* * *

 **Equis, Canterlot**

Princess Celestia's hooves created an echoing thud as she walked through the stone hallways of Canterlot's Castle's dungeon. While Equestria rarely had a need to place anypony here, as most criminals were either committed to local prisons, or sent to Tartarus if they were truly dangerous enough, there was still the occasional prisoner brought to this dungeon for various reasons. Today, Celestia was paying a visit to their newest guest.

The solar alicorn came to a stop just outside a single cell, her eyes falling on its new occupant.

"And so the great Celestia deigns to visit me," Sombra spat from his place in the corner, "The vanquished beast."

The rainbow blast hadn't killed the dark unicorn, for which Twilight and the others were certainly grateful. Sombra came out the the blast looking rather unkempt, with his horn snapped off, and his coat rough and untidy. Though occasional sparks of magic still zapped out from the stump of his horn, an anti-magic ring had put an end to them. His black mane no longer flowed with its ethereal magic like it had, instead sitting static on his head. His fangs had dulled down to normal teeth. In this state, with his armor and his royal regalia gone, Sombra looked considerably less threatening than he had.

"Spite, Sombra?" Celestia asked, sounding almost tired as she put a hoof to her forehead, "What good does that do you? You still lost."

"You can bring me down, but you'll never take my pride!" snarled Sombra, moving across the cell and pressing his face against the bars, "That's why you're here, isn't it? To 'reform' me? Make me buy into the friendship nonsense you've been pushing on Discord?"

"One-thousand years ago, I made you an offer of that nature. You declined," Celestia replied, "However..."

Sombra threw back his head and laughed. "Oh, this is just precious! What ludicrous dribble are you going to spout next?! 'Everypony deserves a second chance?'" He stomped his feet, glaring at Celestia with a wicked grin on his face. "If you ever let me out, Celestia, I promise I will kill everypony you love and make you watch. I'll torture Twilight until she begs for death. I'll hunt down the Avengers and ruin them. THAT is what I say to you're precious 'friendship.'"

Celestia made no reaction during Sombra's outburst, merely staring at him as one does with a tantrum-throwing child. "Are you finished?" she asked, finally.

Sombra was taken aback. He'd been expecting Celestia to react with either anger or fear, but she was more annoyed than anything. Before he could come up with a response, she went on.

"Haven't you noticed something about yourself? The Harmony magic removed all the dark magic from you. You can't change into darkness anymore. Even more shocking, it returned your Cutie Mark."

She indicated Sombra's flank, and the unicorn turned to look. Sure enough, his original Mark (five red crystals arranged in a fan shape) had reappeared on his body. Sombra was genuinely shocked at the sight, having been so furious over his defeat, he'd failed to notice.

"Whatever dark pacts you made for power, I'd say the Harmony magic has cancelled them," Celestia continued, "If you were truly irredeemable, the Elements would've kept Harmony the only way they knew how: By destroying you. Yet, you were spared."

The solar alicorn turned and began to walk back the way she came. "You've been given a gift most ponies only dream of, Sombra. A complete reset, and the opportunity to start from square one. You will serve time down here, but eventually, you will receive one final chance to make something of yourself. I'd suggest you take a long, hard look at yourself, and ask yourself what you want. Think about spending the rest of your life in this cell."

The door swung closed, leaving Sombra alone with his thoughts.

* * *

 **Earth, Somewhere**

The four long, metallic tentacles, tipped with three-pronged claws, continued their work on the computers. Tracing down the length of the tentacles, they emerged from a ring-shaped harness clamped onto the gut of the man in the white coat, as he observed the half-dozen or so monitors in front of his face. Data trailed down every screen, incomprehensible to most, but the man's brain was processing it all just fine.

The door on the far wall opened, revealing a figure clad in a green, hooded cloak. The shadows covered most of the body, but what could be seen was cold grey metal, covering up any flesh.

"Octavius," the figure demanded, "What is the current status?"

"Excellent news, sire," replied Otto Octavius as he turned in his chair, his metal tentacles continuing to operate on their own, "The satellite has picked up two more readings of the strange energy. One from the Avengers Compound, one located in Wakanda. From this, I believe I may be able to pinpoint its planet of origin."

"Good," said the figure, "Continue. I want to commence preliminary work on a transporter." His gauntlet covered hands clenched together, the echo filling the chamber. "I will harness this power for myself. No one-not the Avengers, or whoever they are in contact with, will ever see it coming."

"See what coming?"

The figure stepped into the light, illuminating his face, and the cold mask that concealed it.

"Doom."

* * *

 **Whew! We're finally at the end of this, the longest thing I've written so far. Thanks to everyone who read, followed, and favorited.  
Now, regarding the sequel: It'll take time, because I don't have a whole story lined up. I really don't want to make it up as I go along, because that never ends well.  
However, I do have something in mind I'm working on that I think a lot of people are gonna like.  
See ya later!**


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